Common use of Conduct of Business Pending Closing Clause in Contracts

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain compliance with all Licenses, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to it; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Closing Date, the Company COMPANY will, except (x) as set forth on Schedule 7.27.2 or (y) as requested by HOLDING: (i) carry on its business in the ordinary course substantially the same manner as it has conducted heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, intact and use commercially reasonable efforts to retain its respective present key employees and to maintain its relationships with suppliers, customers and others having business relations with the CompanyCOMPANY; (vi) use its reasonable efforts to maintain compliance in all material respects with all Licensespermits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments in accordance with their respective terms and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI (which consent shall not be unreasonably withheld)instruments, provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents agents, except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI Home (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI Home if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Closing Date, the Company will, except as set forth on Schedule 7.2: (i) carry on its business businesses in substantially the same manner as it has heretofore Ordinary Course of Business and not introduce any material new method of management, operation or accounting; (ii) use its all commercially reasonable efforts to maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear tear, depreciation and insured losses excepted; (iii) perform in all material respects all of its obligations under agreements all Material Documents relating to or affecting its respective assets, properties or rights; (iv) use its commercially reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its commercially reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Company; (vi) use its commercially reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments in accordance with their terms and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI AmPaM (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI AmPaM if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and; (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; and (ix) use commercially reasonable efforts to cause the actual amount of its Current Assets (as defined in Annex I hereto) to be not less than 150% of the actual amount of its Current Liabilities (as defined in Annex I hereto).

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.27.2 or as otherwise expressly contemplated by this Agreement: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its commercially reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its commercially reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its commercially reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with material suppliers, customers and others having business relations with the Company; (vi) use its commercially reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI Pentacon (which consent shall not be unreasonably withheld, delayed or conditioned), provided that debt and/or lease instruments may be replaced without the consent of TCI Pentacon if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with the Company's past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company COMPANY will, except as set forth on Schedule 7.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its all reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the CompanyCOMPANY; (vi) use its all reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI METALS (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI METALS if such replacement instruments are on terms at least as favorable to the Company COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its all commercially reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its commercially reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments in accordance with their terms and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI IES (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI IES if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and; (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; and (ix) maintain the Company's cash at a level equal to or above the minimum level of cash required to be maintained as described in Annex I hereto.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2: (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to it; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI LandCARE (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI LandCARE if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company COMPANY will, except as set forth on Schedule 7.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the CompanyCOMPANY; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments except as permitted by Section 10.6, without the knowledge and consent of TCI CSI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI CSI if such replacement instruments are on terms at least as favorable to the Company COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Closing Date, the Company willeach COMPANY shall, except (x) as set forth on Schedule 7.2:, (y) as requested by VPI or (z) as consented to by VPI (which consent shall not be unreasonably withheld): (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its properties and facilities, including those held under leases, in at least as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under debt and lease instruments and other agreements relating to or affecting its respective assets, properties properties, equipment or rights; (iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, and use its best efforts to retain its respective present key employees and maintain its relationships and present agreements with suppliers, customers and others having business relations with the Companysuch COMPANY; (vi) use its reasonable efforts to maintain compliance with all Licensespermits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities, except for inadvertent, immaterial noncompliance with any such permit, law, rule, regulation or order (provided that any such noncompliance shall be deemed a breach of this Section 7.2 for purposes of Section 11 hereof); (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without instruments, other than in the knowledge and consent ordinary course of TCI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company as the instruments being replacedbusiness; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance regularly scheduled raises to non-officers consistent with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Closing Date, the Company willCOMPANY shall, except (x) as set forth on Schedule 7.2:, (y) as requested by VPI or (z) as consented to by VPI (which consent shall not be unreasonably withheld): (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its properties and facilities, including those held under leases, in at least as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under debt and lease instruments and other agreements relating to or affecting its respective assets, properties properties, equipment or rights; (iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, and use its best efforts to retain its respective present key employees and maintain its relationships and present agreements with suppliers, customers and others having business relations with the Company;COMPANY; 40 (vi) use its reasonable efforts to maintain compliance with all Licensespermits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities, except for inadvertent, immaterial noncompliance with any such permit, law, rule, regulation or order (provided that any such noncompliance shall be deemed a breach of this Section 7.2 for purposes of Section 11 hereof); (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without instruments, other than in the knowledge and consent ordinary course of TCI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company as the instruments being replacedbusiness; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance regularly scheduled raises to non-officers consistent with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Closing Date, the Company willCOMPANY shall, except (x) as set forth on Schedule 7.2:, (y) as requested by VPI or (z) as consented to by VPI (which consent shall not be unreasonably withheld): (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its properties and facilities, including those held under leases, in at least as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under debt and lease instruments and other agreements relating to or affecting its respective assets, properties properties, equipment or rights; (iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, and use its best efforts to retain its respective present key employees and maintain its relationships and present agreements with suppliers, customers and others having business relations with the CompanyCOMPANY; (vi) use its reasonable efforts to maintain compliance with all Licensespermits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities, except for inadvertent, immaterial noncompliance with any such permit, law, rule, regulation or order (provided that any such noncompliance shall be deemed a breach of this Section 7.2 for purposes of Section 11 hereof); (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without instruments, other than in the knowledge and consent ordinary course of TCI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company as the instruments being replacedbusiness; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance regularly scheduled raises to non-officers consistent with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company willshall, except (x) as set forth on Schedule 7.2:6.2, (y) as requested by QSI or (z) as consented to by QSI (which consent shall not be unreasonably withheld): (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, use its best efforts to retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain compliance with all Licensespermits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI (which consent shall not be unreasonably withheld)instruments, provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2Sales Systems, Limited 7.2 or as otherwise expressly contemplated by this Agreement: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its commercially reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its commercially reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its commercially reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with material suppliers, customers and others having business relations with the Company; (vi) use its commercially reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI Pentacon (which consent shall not be unreasonably withheld, delayed or conditioned), provided that debt and/or lease instruments may be replaced without the consent of TCI Pentacon if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with the Company's past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Closing Date, the Company will, except as set forth on Schedule 7.2will use commercially reasonable efforts to: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to it;authorities; and (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI Metals (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI Metals if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company COMPANY will, except as set forth on Schedule 7.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the CompanyCOMPANY; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments except as permitted by Section 10.6, without the knowledge and consent of TCI CSI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI CSI if such replacement instruments are on terms at least as favorable to the Company COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.. 7.3

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company willCOMPANY shall, except (w) as contemplated by Section 7.13, (x) as set forth on Schedule 7.2:, (y) as requested by TSII or (z) as consented to by TSII (which consent shall not be unreasonably withheld): (i) carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, use its best efforts to retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the CompanyCOMPANY; (vi) use its reasonable efforts to maintain compliance with all Licensespermits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI (which consent shall not be unreasonably withheld)instruments, provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. (a) Between the date of this Agreement and the Funding and Consummation DateClosing, the Company Stockholders will, and will cause the Company to, except as set forth below on Schedule 7.25.13: (i) carry on its business their respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accountingthey have heretofore; (ii) use its all commercially reasonable efforts to maintain its their properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its their respective obligations under agreements relating to or affecting its their respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its their commercially reasonable efforts to maintain and preserve its their business organization intact, retain its their respective present key employees and maintain its their respective relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itGovernmental Authorities; (vii) maintain present debt and lease instruments in accordance with their terms and not enter into new or amended debt or lease instruments without the knowledge Knowledge and consent of TCI IES (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI IES if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and; (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; and (ix) afford to the officers and authorized representatives of IES reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish IES with such additional financial and operating data and other information as to the business and properties of the Company as IES may from time to time reasonably request.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation DateClosing, the Company GlobalNet will, except as will be set forth on Schedule 7.26.2 to the GlobalNet Disclosure Letter: (ia) carry Carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) use its reasonable efforts to maintain Maintain its properties and facilities, including those held under leases, facilities in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform Perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) use its Use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ve) use Use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Companyit; (vif) use its reasonable efforts to maintain Maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (viig) maintain Maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, without the knowledge and consent of TCI Host (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI Host if such replacement instruments are on terms at least as favorable to the Company GlobalNet as the instruments being replaced; and (viiih) maintain Maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Closing Date, the Company will, except as set forth on Schedule 7.2: (i) carry on its business businesses in substantially the same manner as it has heretofore Ordinary Course of Business and not introduce any material new method of management, operation or accounting; (ii) use its all commercially reasonable efforts to maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear tear, depreciation and insured losses excepted; (iii) perform in all material respects all of its obligations under agreements all Material Documents relating to or affecting its respective assets, properties or rights; (iv) use its commercially reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its commercially reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Company; (vi) use its commercially reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments in accordance with their terms and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI AmPaM (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI AmPaM if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and; (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; and (ix) use commercially reasonable efforts to cause its working Capital to be at levels consistent with historical levels.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Closing Date, the Company will, except as set forth on Schedule 7.2SCHEDULE 5.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain substantial compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to it;authorities; and (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI CSI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI CSI if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation DateClosing, the Company Globalnet will, except as will be set forth on Schedule 7.26.2 to the Globalnet Disclosure Letter: (ia) carry Carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) use its reasonable efforts to maintain Maintain its properties and facilities, including those held under leases, facilities in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform Perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) use its Use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ve) use Use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Companyit; (vif) use its reasonable efforts to maintain Maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (viig) maintain Maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, without the knowledge and consent of TCI Host (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI Host if such replacement instruments are on terms at least as favorable to the Company Globalnet as the instruments being replaced; and (viiih) maintain Maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between Except as set forth on Schedule 7.2, between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore ordinary course, consistent with past practice, and not introduce any material new method of or changes in management, operation or accounting; (ii) use its reasonable efforts to maintain its properties respective properties, equipment and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties properties, equipment or rights, the nonperformance of which could have a Material Adverse Effect on the Company; (iv) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective material relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain compliance with all Licensespermits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities, the noncompliance with which could have a Material Adverse Effect on the Company; (vii) maintain present debt and lease instruments in accordance with their terms and not enter into new or amended debt or lease instruments without the knowledge and written consent of TCI CLC (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and; (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; and (ix) maintain the Company's Operating Capital, including cash, at or above the level set forth on Annex I as agreed by CLC.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation DateClosing, the Company BPI will, except as will be set forth on Schedule 7.26.2 to the BPI Disclosure Letter: (ia) carry Carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) use its reasonable efforts to maintain Maintain its properties and facilities, including those held under leases, facilities in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform Perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) use its Use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ve) use Use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Companyit; (vif) use its reasonable efforts to maintain Maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (viig) maintain Maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, without the knowledge and consent of TCI Winco (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI Winco if such replacement instruments are on terms at least as favorable to the Company BPI as the instruments being replaced; and (viiih) maintain Maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices. (i) BPI may arrange and close debt financing or raise equity funding in an aggregate amount of not more than $3,000,000.00.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Closing Date, the Company will, except as set forth on Schedule 7.24.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to it;authorities; and (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI Purchaser (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI Purchaser if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its all commercially reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its commercially reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the Company; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments in accordance with their terms and not enter into new or amended debt or lease instruments without the knowledge and consent of TCI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; andthe (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; and (ix) maintain the Company's cash at a level equal to or above the minimum level of cash required to be maintained as described in Annex I hereto.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding Closing, Winco, WMC and Consummation Date, the Company WSC will, except as will be set forth on Schedule 7.27.2 to the Winco Disclosure Letter and except in connection with the Spin Off: (ia) carry Carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) use Maintain its reasonable efforts to maintain its respective properties and facilities, including those held under leases, facilities in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform Perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) use its Use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ve) use Use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Companyit; (vif) use its reasonable efforts to maintain Maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (viig) maintain Maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, without the knowledge and consent of TCI the BPI Shareholders (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI the BPI Shareholders if such replacement instruments are on terms at least as favorable to the Company Winco as the instruments being replaced; and (viiih) maintain Maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement Effective Date and the Funding and Consummation Closing Date, the Company will, except as set forth on Schedule 7.2otherwise agreed to by Purchaser, Seller shall: (ia) carry on its business the Business in substantially the same manner as it has heretofore and shall not introduce any material new method of management, operation or accounting; (iib) use its reasonable efforts to maintain its properties and facilitiesthe Assets, including those held under leasesLeases, in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform in all material respects all of its material obligations under Leases, Permits, Contracts and other agreements relating to or affecting its respective assets, properties or rightsthe Assets; (ivd) use its reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ve) use its reasonable best efforts to maintain and preserve its business organization and goodwill intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the CompanySeller; (vif) use its reasonable efforts to maintain compliance with all Licensespermits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itrequirements; (viig) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, without the knowledge and consent of TCI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced; andPurchaser; (viiih) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary agents; (i) take any action and customary bonus do all things necessary, proper and salary increases for employees in accordance with past practicesadvisable to consummate and make effective the transactions contemplated by this Agreement; and (j) give Purchaser prompt written notification of any material changes taking place during the course of dealing contemplated by this Agreement, up to the date of the Closing, or upon receipt of knowledge of nay fact making any provision of this Agreement untrue.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company COMPANY will, except as set forth on Schedule 7.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the CompanyCOMPANY; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, except as permitted by Section 10.6, without the knowledge and consent of TCI CSI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI CSI if such replacement instruments are on terms at least as favorable to the Company COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.. 7.3

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company each COMPANY will, except as set forth on Schedule 7.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the Companysuch COMPANY; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments except as permitted by Section 10.6, without the knowledge and consent of TCI CSI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI CSI if such replacement instruments are on terms at least as favorable to the Company such COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.. 7.3

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company each COMPANY will, except as set forth on Schedule 7.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the Companysuch COMPANY; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, except as permitted by Section 10.6, without the knowledge and consent of TCI CSI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI CSI if such replacement instruments are on terms at least as favorable to the Company such COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation DateClosing, the Company willNISC▇ ▇▇▇l, except as set forth on Schedule 7.26.2 to the NISC▇ ▇▇▇closure Letter: (i) carry Carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain Maintain its properties and facilities, including those held under leases, facilities in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform Perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its Use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use Use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Companyit; (vi) use its reasonable efforts to maintain Maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain Maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, without the knowledge and consent of TCI AMDI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI AMDI if such replacement instruments are on terms at least as favorable to the Company as NISC▇ ▇▇ the instruments being replaced; and (viii) maintain Maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation DateClosing, the Company Select Force will, except as will be set forth on Schedule 7.26.2 to the Select Force Disclosure Letter: (ia) carry Carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (iib) use its reasonable efforts to maintain Maintain its properties and facilities, including those held under leases, facilities in as good working order and condition as at present, ordinary wear and tear excepted; (iiic) perform Perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (ivd) use its Use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (ve) use Use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Companyit; (vif) use its reasonable efforts to maintain Maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (viig) maintain Maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, without the knowledge and consent of TCI Host (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI Host if such replacement instruments are on terms at least as favorable to the Company Select Force as the instruments being replaced; and (viiih) maintain Maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation DateClosing, the Company willNIS▇▇ ▇▇ll, except as set forth on Schedule 7.26.2 to the NIS▇▇ ▇▇sclosure Letter: (i) carry Carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain Maintain its properties and facilities, including those held under leases, facilities in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform Perform in all material respects all of its obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its Use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use Use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Companyit; (vi) use its reasonable efforts to maintain Maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain Maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, without the knowledge and consent of TCI AMDI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI AMDI if such replacement instruments are on terms at least as favorable to the Company as NIS▇▇ ▇▇ the instruments being replaced; and (viii) maintain Maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation Date, the Company each COMPANY will, except as set forth on Schedule 7.2: (i) carry on its business respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use its reasonable efforts to maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the Companysuch COMPANY; (vi) use its reasonable efforts to maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments except as permitted by Section 10.6, without the knowledge and consent of TCI CSI (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI CSI if such replacement instruments are on terms at least as favorable to the Company such COMPANY as the instruments being replaced; and (viii) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.

Conduct of Business Pending Closing. Between the date of this Agreement and the Funding and Consummation DateClosing, the Company ASH will, except as set forth on Schedule 7.27.2 to the ASH Disclosure Letter: (i) carry Carry on its business in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting; (ii) use Maintain its reasonable efforts to maintain its respective properties and facilities, including those held under leases, facilities in as good working order and condition as at present, ordinary wear and tear excepted; (iii) perform Perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights; (iv) use its Use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; (v) use Use its reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its relationships with suppliers, customers and others having business relations with the Companyit; (vi) use its reasonable efforts to maintain Maintain compliance with all Licensesmaterial permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities applicable to itauthorities; (vii) maintain Maintain present debt and lease instruments and not enter into new or amended debt or lease instruments instruments, without the knowledge Knowledge and consent of TCI Newco (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of TCI Newco if such replacement instruments are on terms at least as favorable to the Company ASH as the instruments being replaced; and (viii) maintain Maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices.