Common use of Conduct of Business Pending Closing Clause in Contracts

Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoing.

Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between Between the date hereof and each the Closing Date, or the earlier termination of this Agreement, Seller shall (i) preserve intact the Acquired Assets; (ii) use its commercially reasonable efforts to keep available the services of the Key Personnel; (iii) use its commercially reasonable efforts to maintain in effect the Assigned Contracts; and (iv) maintain in effect the Governmental Approvals and Licensed Intellectual Property in accordance with respect the terms thereof and renew any Governmental Approval and Licensed Intellectual Property that would otherwise expire pursuant to the Acquired Companies and the Acquired Properties not yet sold to Buyer terms thereof between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between Closing. (b) Between the date hereof and the Casablanca Option Closing Date solely Date, or the earlier termination of this Agreement, Seller shall not (i) sell, transfer, lease, license, sublicense, grant or otherwise dispose of any Acquired Asset, amend or modify in any material way, or terminate, any Assigned Contract or Licensed Intellectual Property or omit to take any action the consequence of which adversely affects or could adversely affect any rights of Seller to any Acquired Intellectual Property, including Licensed Intellectual Property, amend or modify in any material way any existing agreements with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company andIntellectual Property, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in disclose Trade Secrets to a manner consistent with past practice and, except as would not have a Material Adverse Effect on the third party or abandon or permit to lapse any rights of Seller to any Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); Intellectual Property; (ii) enforce obligations set forth knowingly create, incur, suffer to exist or assume any Lien on Property Leases that the Tenant thereunder maintain the facilities and assets any of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; Assets; or (iii) maintain, take any action or fail to take any action that would result in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as representations and warranties set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement Article III becoming false or inaccurate or that would impair the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary ability of Seller to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except hereby in accordance with the terms of the applicable Property Lease; (ix) incur hereof or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingdelay such consummation.

Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary Subject to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practiceprovisions of Article 8 below, between the date hereof and each Closing with respect to the Acquired Companies of this Agreement and the Acquired Properties not yet sold to Buyer between earlier of the date hereof and the HUD Portfolio Closing Date solely with respect or the termination of this Agreement pursuant to the HUD Companies and the HUD PropertiesArticle XI hereof, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer Seller shall: (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, a) Use its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization ensure that all Acquired Assets and goodwill properties pertaining thereto will remain in all material respects, including, without limitation, the goodwill good order and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule)condition; (iib) enforce obligations set forth on Property Leases Ensure that the Tenant thereunder maintain the facilities all existing insurance coverage of said Acquired Assets and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain properties shall remain in full force and effect for a period of at least thirty (30) days following the Closing Date with Buyer endorsed therein as named beneficiary effective as of the Closing Date; provided that the cost of such insurance coverage following the Closing Date shall be borne by Buyer. Until Closing all authorizations and all insurance policies and bindersrisks of loss, damage or destruction to said Acquired Assets or properties of Seller shall be borne by Seller; (ivc) maintain in full force and effect all PermitsNot pledge, except for such Permits the failure sell, transfer or otherwise dispose of which to maintain in full force and effect would not have a Material Adverse Effect on the any Acquired CompaniesAssets, whether tangible or intangible; (vd) file, when due Not waive or required (after giving effect to release any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied of its rights or assessed against them, unless claims regarding the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; andAcquired Assets; (vie) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction DocumentsNot reveal, or (v) as required by sound business practicepermit its directors, between the date hereof and the Core Portfolio Closingofficers, solely with respect managers, employees or agents to reveal, to third parties any trade secret, customer list or other confidential or proprietary information relating to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired CompaniesAssets, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy non-disclosure agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viiif) make Not enter into any Agreement, lease or commitment related to the Acquired Assets that would have a material alteration adverse effect on the Acquired Assets related thereto; and not agree to suffer any Acquired Property, except change in accordance with the terms or conditions of any existing Agreement or leases that are related to the applicable Property LeaseAcquired Assets and that Buyer has agreed to assume under this Agreement; (ixg) incur or otherwise become liable for any Indebtedness (whether as primary obligorComply in all material respects with all applicable statutes, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoinglaws and regulations.

Conduct of Business Pending Closing. (a) Except From the date hereof until Closing, and subject to any applicable orders of the Bankruptcy Court, Seller shall conduct the Business in accordance with the wind-down plan of Philip + Company, Inc. in its wind-down condition and use its best ef▇▇▇▇▇ prior to Closing to keep the Business intact and to preserve the goodwill of customers, suppliers and others having relations with the Business. Between the date hereof and Closing, and subject to any applicable orders of the Bankruptcy Court, Seller shall not without the prior consent of Purchaser (i) as set forth in Schedule 6.1(a)make any payments or distributions to existing directors, officers or shareholders other than salaries shall be paid on a basis consistent with current rates, (ii) as otherwise expressly provided in this Agreement or make any Transaction Documentcapital expenditures relating to the Business that are outside the ordinary course of business and the wind-down plan, (iii) as required by applicable Lawincur any new indebtedness or vary the terms of any indebtedness currently outstanding, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents sell, transfer or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent dispose of any of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction DocumentsPurchased Assets, or (v) create or permit the creation of any encumbrance on any of the Purchased Assets (other than ordinary course of business matters and such matters as required by sound business practice, between may be necessary to secure debtor-in-possession financing in the Bankruptcy Case; provided all such encumbrances shall be released as of the Closing). From the date hereof and the Core Portfolio until Closing, solely Seller shall consult with respect Purchaser about its wind-down plan, and work with Purchaser in developing a staffing and production plan for its operations prior to Closing, utilizing such staff (engineers, purchasing and marketing) as will both assist Seller in maintaining the Acquired Companies Business but also anticipate the needs and requirements of Purchaser as the Acquired Propertiesoperator of the Purchased Assets. Subject to any applicable orders of the Bankruptcy Court, between from the date hereof and the HUD Portfolio until Closing Date with solely respect to the HUD Companies and the HUD Properties, and between in order to assure continuity of the date hereof Business, to assure customers of Seller that Seller will be able to meet orders for products, Purchaser will have, and the Casablanca Option Closing Date solely with respect to the Casablanca Holdingsis hereby granted, the Casablanca Subsidiaries permission and authority from Seller to (i) contact and discuss with current Seller customers ("Martin Customers") the Casablanca Properties; providedterms of existing and subsequent orders for pr▇▇▇▇▇▇ from Seller, howeverboth during the wind-down operation and as of and after Closing, that (ii) interview and solicit Seller employees and management concerning possible employment with Purchaser, (iii) have regular access to, visit and investigate the provisions Athens Plant and all Equipment and other Purchased Assets, and to have Purchaser's employees on site for extended periods to both perform due diligence and begin the process of Sections 6.1(b)(iv)(B)transition planning, (iv) review all current and future orders for Seller products to Martin Customers, (v)) consult with Philip + Company, Inc. concerning ▇▇▇ ▇▇nd-down plan, and to have input regarding such plan as it relates to Purchaser's transition plans, and (vi)) such other matters as the parties may agree to concerning Purchaser's involvement with the Business pending Closing. In working with Seller, (vii) and (viii) shall Purchaser will not apply use its involvement with respect the Business to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without create business opportunities to the prior written consent detriment of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retireSeller, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance unreasonably interfere with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingBusiness.

Conduct of Business Pending Closing. (a) Except (i) as otherwise contemplated by this Agreement or as set forth in Schedule 6.1(a)9.2, (ii) during the period from the date hereof to the Closing, Seller shall conduct the RC International Business and the Cott Business and shall operate the Owned Real Property only in the ordinary course consistent with reasonably prudent practice in light of the current conduct of the RC International Business and the Cott Business and its operation of the Owned Real Property, as applicable, and use commercially reasonable best efforts to comply in all material respects with all applicable Laws. In addition, from and after the date hereof to the Closing Date, except as otherwise expressly provided in this Agreement or any Transaction Documentas otherwise contemplated hereby or as set forth in Schedule 9.2, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca PropertiesSeller shall not, without the prior written consent of the Buyer Cott (which consent shall not to be unreasonably withheld, delayed conditioned or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to:delayed): (i) maintain its respective existencedirectly or indirectly sell, lease, license, sell and discharge debtslease back, liabilities and obligations as they become due, and operate in mortgage or otherwise encumber or subject to any Encumbrance (other than a Permitted Encumbrance) or otherwise dispose of any of the ordinary course in a manner consistent with past practice andAssets or any interest therein, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (i) sales of assets (including, without limitation, those identified distribution rights with respect to the RC International Branded Concentrates or the RC International Non-Branded Concentrates) in the Sellers’ Disclosure Schedule)ordinary course of business consistent with past practice or, with respect to the Cott Current Concentrates, as permitted under the Cott Agreement, (ii) pledges or encumbrances pursuant to existing borrowing arrangements or (iii) any such transaction not otherwise permitted by this Section 9.2(i) with an aggregate value not to exceed $50,000; (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company except in the same state ordinary course of repairbusiness, order and condition as on the date hereof, reasonable wear and tear exceptedenter into any material employment or severance agreement with any Employee; (iii) maintain(x) incur any indebtedness or guarantee any indebtedness of another Person, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing or (y) make any loans, advances or capital contributions to, or investments in, any other Person, except, in all material respectsthe cases of clauses (x) and (y) above, its respective books and records agreements or arrangements entered into in accordance the ordinary course of business consistent with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders;; 36 44 (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and RC International Business or the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Owned Real Property, without incur or commit to incur any capital expenditures in an individual amount exceeding $20,000 or $100,000 in the prior written consent aggregate; (A) grant to any Employee or independent contractor of the Buyer RC International Business or the Cott Business any material increase in cash compensation (not to be unreasonably withheld, delayed except for cost of living increases or conditioned), Sellers shall cause each Acquired Company not to: (icontractually mandated increases) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (bonus, other than cash dividends or distributions) upon any equity interest or other securities in the ordinary course of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule business consistent with past practice or (B) enter into, assume, amend, modify grant to any Employee or waive independent contractor of the RC International Business or the Cott Business any provision of any material Contract, increase in excess of $100,000 severance or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Propertytermination pay; (vi) subject any of the Acquired Properties transfer or license to any EncumbrancePerson or otherwise extend, amend or modify any rights to any material Intellectual Property other than a Permitted Encumbrance;in the ordinary course of business consistent with past practice; or (vii) enter into any real property leaseterminate, sublease modify or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do amend any of the foregoingMaterial Assumed Contracts other than in the ordinary course of business consistent with past practice.

Conduct of Business Pending Closing. From the date hereof until the Closing, except as consented to by the Buyer in writing: (a) Except Sellers will cause MTC and each of its Subsidiaries to maintain itself at all times as a corporation validly existing and in good standing under the Laws of the jurisdiction of its incorporation; (ib) Sellers will cause MTC and each of its Subsidiaries to carry on its business and operations in the ordinary course and substantially in the manner carried on as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between of the date hereof and each Closing with respect Sellers will not permit MTC or any of its Subsidiaries to the Acquired Companies and the Acquired Properties not yet sold engage in any activity or Acquisition or make any commitment to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed purchase or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only spend other than in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact of its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently heretofore conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned)Buyer, Sellers shall will not permit MTC and its Subsidiaries to make capital expenditures exceeding, in the aggregate, $100,000; (c) Sellers will not permit MTC or any of its Subsidiaries to declare, authorize or pay any distribution to its stockholders and Sellers will not permit MTC or any of its Subsidiaries to redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any of its Equity Securities, provided however, at or prior to the Closing, Sellers will cause each Acquired Company not to: (i) make any change inMTC to distribute to its shareholders all of the Capital Stock owned by MTC in The M▇▇▇▇ and D▇▇▇▇ Lines Incorporated, or purchasea Tennessee corporation, redeem or retireand Arizona Kazakstan Development Group Incorporated, or otherwise grant any optionan Arizona corporation, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) MTC to redeem all of the outstanding shares of preferred stock of MTC, together with all accrued and unpaid dividends thereon, in any material respect the declaration exchange for promissory notes and/or other indebtedness of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; MTC and (iii) fail MTC to pay or discharge when due any material liability or obligation purchase all of the Acquired Companies, except any such liability or obligation that shall be contested outstanding shares of capital stock of Oxy-Dry not owned by MTC in good faith or except as would not adversely affect the ability exchange for promissory notes and/or other indebtedness of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingMTC.

Conduct of Business Pending Closing. (a) Except (i) Until the Closing Date, except as set forth may be approved by Crown Crafts in Schedule 6.1(a), (ii) writing or as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca HoldingsAgreement, the Casablanca Subsidiaries, Company shall: (i) operate the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business Business only in the ordinary course consistent with and in substantially the same manner as it has been operated in the past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, not sell any of the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate Assets except for sales in the ordinary course in a manner consistent with past practice andof business, except as would provided that the Company may take any action not have a Material Adverse Effect on material to the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified Business whether or not such action is in the Sellers’ Disclosure Schedule)ordinary course of business; (ii) enforce not issue, repurchase or redeem or commit to issue, repurchase or redeem, any shares of its capital stock, any options or other rights to acquire such stock or any securities convertible into or exchangeable for such stock; (iii) not (a) incur any amount of long or short-term debt for money borrowed, (b) guarantee or agree to guarantee the obligations set forth on Property Leases of others, (c) indemnify or agree to indemnify others, or (d) incur any other Liabilities other than those incurred in the ordinary course of business consistent with past practice, provided that the Tenant thereunder Company may incur any Liability not material to the Business whether or not such occurrence is in the ordinary course of business; (iv) keep in full force and effect insurance covering the Company, the Assets and the Business comparable in amount and scope of coverage to that now maintained; (v) maintain the facilities tangible Assets in good condition and assets of the Acquired Company in the same state of repairworking order, order and condition as on the date hereof, reasonable ordinary wear and tear excepted; (iiivi) maintainuse its reasonable best efforts to retain the Company's employees and maintain the Business so that such employees will remain available to the Company on the Closing Date and to maintain existing relationships with suppliers, in customers and others having business dealings with the Company and otherwise to preserve the goodwill of the Business so that such relationships and goodwill will be preserved on the Closing Date; (vii) not amend its Articles of Incorporation or By-Laws; (viii) not merge with or into any other Person or sell, assign, transfer, pledge or encumber any material part of the Assets outside the ordinary course of business or agree to do any of the foregoing; (ix) not enter into any Contract that is material, nor amend or terminate any material Contract; (x) not waive any rights of value or rights that would otherwise accrue to the Company after the Closing Date; (xi) not increase the salaries of, or make any bonus or similar payments to or establish any Benefit Plans for, any of the Company's directors, officers or employees or enter into or modify any employment, consulting or similar Contracts with any such Persons or agree to do any of the foregoing; (xii) continue to maintain all material respects, its respective books and records Benefit Plans in accordance with past practiceapplicable Regulations and ensure that no Benefit Plan, and nor any trust related thereto, shall be amended or terminated prior to the Closing Date, except for any amendment as may be required to comply with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and bindersapplicable Regulations; (ivxiii) maintain collect its accounts receivable in full force and effect all Permits, except for such Permits the failure ordinary course of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) business consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (iixiv) amend (as applicable) pay its accounts payable in any material respect the declaration ordinary course of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) business consistent with past practice and not fail to pay or discharge when due any material liability or obligation of the Acquired Companies, Liabilities except where any such liability account payable or obligation that shall be contested in Liability is the subject of a good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated herebydispute; (ivxv) use its reasonable best efforts to complete the Merger and obtain the satisfaction of the conditions specified in Article 8; (Axvi) make promptly notify Crown Crafts of any Default, the threat or enter into commencement of any Contract which obligates Litigation, or any Acquired Company from and after development that occurs before the Closing unless that could have a Material Adverse Effect; (xvii) use its reasonable best efforts to obtain any consents or approvals required under any Contracts or otherwise permitted by this Section 6.1, that are necessary to terminate complete the Merger or to avoid a Default under any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material such Contract, provided that Red Calliope shall not be required to make payments in excess of an aggregate of $125,000 in order to obtain such consents and approvals; (xviii) comply with all Regulations applicable to it and to the conduct of the Business, except where the failure to so comply could not have a Material Adverse Effect; (xix) provide Crown Crafts with such financial and other reports of the Business as may be reasonably requested; (xx) not make, or commit itself to make, any capital expenditures in excess of $100,000 or outside the ordinary course of business5,000; (va) give to Crown Crafts' officers, employees, counsel, accountants and other than representatives free and full access to and the saleright to inspect, assignmentduring normal business hours, transfer or conveyance all of personal property by a Tenant pursuant the Assets, records, Contracts and other documents relating to the terms of a Property LeaseBusiness, make any sale(b) permit them to consult with the officers, assignmentemployees, transferaccountants, abandonment or other conveyance of any Acquired Property; (vi) subject any counsel and agents of the Acquired Properties Company for the purpose of making such investigation of the Company, the Business and the Assets as Crown Crafts shall desire to any Encumbrancemake, other than a Permitted Encumbrance; provided that such investigation shall not unreasonably interfere with the Company's operational business, and (viic) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except furnish to Crown Crafts all such documents and copies of documents and records and information with respect to an Acquired Property that the Company's affairs and copies of any working papers relating thereto as Crown Crafts shall from time to time reasonably request; and (xxii) promptly disclose to Crown Crafts in writing any information set forth in the DISCLOSURE SCHEDULE hereto which no longer is not currently subject to a Property Lease, correct and any such Property Lease being subject to the consent information of the Buyer; (viii) make any material alteration nature of that set forth in the DISCLOSURE SCHEDULE which arises after the date hereof and which would have been required to any Acquired Property, except be included in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments DISCLOSURE SCHEDULE if such information had obtained on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingdate hereof.

Conduct of Business Pending Closing. Except as otherwise provided in Schedule 2.1, and as otherwise provided in this Agreement, including without limitation, the restructuring agreed upon by the Parties, SCHLUMBERGER shall, and shall cause the Selling Subsidiaries, and BUYER agree that, from the date hereof to the Closing Date, unless BUYER shall otherwise consent in writing (which consent BUYER shall not unreasonably withhold) or as expressly contemplated by this Agreement the following provisions shall apply: (a) Except (i) as set forth in Schedule 6.1(a)SCHLUMBERGER shall, (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate and shall cause the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof Selling Subsidiaries and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, use their best efforts to preserve in all material respects, its respective respects the business organization of the RPS Business intact. SCHLUMBERGER shall cause the RPS Business to be conducted only in the ordinary course of business, consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, includingpractice. Such commitment shall include, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, tofact that: (i) maintain its respective existenceSCHLUMBERGER, shall, and discharge debtsshall cause the Selling Subsidiaries and the Acquired Companies to, liabilities adequately insure all property, real, personal and obligations as they become duemixed, owned or leased by the RPS Business, against all ordinary and insurable risks; and all such property shall be used, operated, maintained and repaired in a careful and reasonably efficient manner; (ii) SCHLUMBERGER shall not, and operate in shall not permit any Selling Subsidiary or any Acquired Company to, do any act or omit to do any act, or permit any act or omission to act, which will cause a breach of any material contract or material commitment of the ordinary course RPS Business or which would cause the breach of any representation or warranty made hereunder; and (iii) SCHLUMBERGER shall, and shall cause the Selling Subsidiaries and the Acquired Companies to, continue to comply in a manner consistent with past practice andwith all laws applicable to the RPS Business and its properties, except as would operations, business and employees. (b) SCHLUMBERGER shall not, and shall not have a Material Adverse Effect on permit any Selling Subsidiary or any Acquired Company to, pledge, sell or encumber any of the Acquired Assets or assets of the Acquired Companies other than in the ordinary course of business and consistent with past practice; (c) SCHLUMBERGER shall not permit the Selling Subsidiaries ,to the extent related to, or affecting, the RPS Business, and the Acquired Companies, in compliance in all respects with all applicable Lawsto do any of the following: (i) authorize for issuance, authorizationsissue, and Contracts sell, pledge, deliver, or agree or commit to issue, sell, pledge, deliver (includingwhether through the issuance or grant of options, without limitationwarrants, those identified in commitments, subscriptions, rights to purchase or otherwise) any capital stock of the Sellers’ Disclosure Schedule)Acquired Companies or securities or rights convertible into, or exchangeable for, shares of capital stock or securities convertible into, or exchangeable for, such shares; (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets amend or propose to amend their by-laws or articles of the Acquired Company in the same state incorporation or those of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (iii) split, combine or reclassify any shares of the capital stock of the Acquired Companies; (iv) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any share of the capital stock of the Acquired Companies; or (v) fileauthorize any agreement, when due commitment or required (after giving effect arrangement to do any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless of the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; andforegoing; (vi) consistent with past practicemake changes in the accounting methods or practices followed by the Selling Subsidiaries and Acquired Companies as regards the RPS Business or make any changes in depreciation or amortization policies or rates; (vii) terminate the employment of, enforce the terms or increase, out of the Property Leases in all material respects.ordinary course of business, the compensation of, any officer; (bd) Except (i) SCHLUMBERGER shall cause the Selling Subsidiaries and the Acquired Companies, solely as set forth in Schedule 6.1(b)it relates to the RPS Business, with respect to clauses (ii) as otherwise provided in this Agreement or the Transaction Documents), (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi)) below, (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make any change in, investment either by purchase of stock or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Companyother individual or entity; (ii) amend (as applicable) in acquire any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, assets for a value in excess of $US dollars 100,000 (one hundred thousand dollars) other than pursuant to pending or outside approved capital acquisition requests of the RPS Business as disclosed to BUYER, and other than purchases in the ordinary course of business; (viii) dispose of any RPS Assets with a value in excess of US dollars 100,000 (one hundred thousand dollars); (iv) incur any indebtedness for borrowed money or issue any debt securities or assume or guarantee the obligations of any other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Leaseperson, make any saleloans or advances or enter into any other transaction, assignmentexcept the occurrence of intercompany loans or the making of intercompany advances in the ordinary course of business consistent with past practices and except for advances to employees for expenses in the ordinary course of business and consistent with past practices; (v) authorize, transferrecommend or propose any change in its capitalization, abandonment or other conveyance of any Acquired Property;unless such capitalization is necessary to comply with applicable laws; or (vi) subject make changes in the accounting methods or practices followed by the Selling Subsidiaries, Acquired Companies or RPS Business, or make any of changes in depreciation or amortization policies or rates relating to the Acquired Properties to any Encumbrance, other than a Permitted EncumbranceRPS Business; (vii) enter into make their best efforts not to terminate the employment of, or increase the compensation of, employees identified in Schedule 5.20(a)(ii) (including any real property leaseincrease pursuant to any bonus, sublease pension, profit sharing or occupancy agreement other plan or assign or sublet any existing real property lease, sublease or occupancy agreement, except commitment) other than as set forth in Schedule 2.1 in the ordinary course of business consistent with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyerpast practice; (viii) make pay, discharge or satisfy any material alteration to any Acquired Propertyclaim, except liability or obligation (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in accordance the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the terms Base Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the date of the applicable Property LeaseBase Balance Sheet; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification write down the value of any Indebtednessinventory or write off as uncollectable any notes or accounts receivable, except for write-downs and write-offs in the ordinary course of business and consistent with past practice; (x) make cancel any voluntary prepayments on debts or waive any claims or rights of substantial value, except in the Indebtedness ordinary course of business and consis tent with past practice or with respect to (i) SCHLUMBERGER cash pool agreements, (ii) loan agreements by SCHLUMBERGER affiliates not involved in the RPS Business, and (iii) bank loans or overdrafts facilities; (xi) change any of the Acquired Companies that will constitute Assumed Indebtednessbanking or safe deposit arrangements described in Schedule 5.22 hereof; (xii) enter into any contract or commitment for, or purchase, any raw material or supplies, except (a) normal contracts or commitments for the purchase of, and normal purchases of, raw materials or supplies, made in the ordinary course of business and consistent with past practice, (b) normal contracts or commitments for the purchase of and normal purchases of, inventory in the ordinary course of business and consistent with past practice, and (c) other contracts, commitments, or purchases in the ordinary course of business and consistent with past practice; or (xixiii) agree authorize or commit propose any of the foregoing or enter into or modify any contract, agreement, or commitment or arrangement with respect to do any of the foregoing; (e) None of the Acquired Companies, the Selling Subsidiaries or SCHLUMBERGER shall waive, release, grant, license or transfer any Intellectual Property (as defined in Section 5.9) or modify or change, in any material respect, any existing material license, distribution agreement, lease, or other document used in the RPS Business, in each case, other than in the ordinary course of business.

Conduct of Business Pending Closing. Sellers and ----------------------------------- Subsidiaries covenant and agree as follows: (a) Except (i) as set forth in Schedule 6.1(a)The Subsidiaries will, (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between at all times from the date hereof and each Closing with respect to until the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD PropertiesClosing, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, maintain their corporate existence in all material respects, its respective good standing; carry on their business only in the ordinary course consistent with past practices and to usual manner and use commercially reasonable efforts to preserve intact its respective their business organization organization; maintain and goodwill keep their property in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, working order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with their past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respectspractices. (b) Except (i) The Subsidiaries will not, at any time from the date hereof to the Closing, except as set forth in Schedule 6.1(b), (ii) as otherwise expressly provided for in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary pursuant to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior other written consent of the Buyer (which shall not to be unreasonably withheldwithheld or delayed, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, in their issued or outstanding equity interests capital stock or grant or make any option or other securities, agreement with respect to their capital stock; make any change in their Articles of Incorporation or By-Laws; pay or declare or pay any dividend or other distribution (other than cash dividends in respect to their capital stock or distributions) upon redeem, purchase or otherwise acquire, directly or indirectly, any equity interest or other securities of their capital stock; incur any Acquired Company; (ii) amend (as applicable) in any material respect additional indebtedness for borrowed money which is not discharged prior to the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make Closing or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1written or oral material agreement, to terminate any Contract set forth contract or commitment other than in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) ; sell or dispose of any of their inventory other than in the saleordinary course of business. Notwithstanding the foregoing, assignmentit is specifically acknowledged and agreed that the Subsidiaries shall be permitted to (i) distribute to Republic its cash in accordance with its past practices, transfer or conveyance (ii) sell the assets and business of personal property by a Tenant pursuant the Subsidiaries relating to those warehouses and store operations not listed in EXHIBIT A hereto, and (iii) subject to the terms approval of a Property LeaseBuyer which shall not be unreasonably withheld or delayed, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any purchase all of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not vehicles used in the Business which are currently subject to a Property Leaseoperating leases. (i) Sellers and the Subsidiaries shall permit the Buyer, any such Property Lease being subject its counsel, accountants and representatives, reasonable access, during normal business hours and on reasonable advance notice up to the consent Closing, to all of the Subsidiaries' assets, properties, contracts, commitments, profit and loss statements, balance sheets, dividend reports, payroll records, lists of personal and real property, and any and all other books and records, and shall furnish the Buyer during such period with all relevant information concerning Republic and Subsidiaries which Buyer reasonably may requests, and Buyer's representatives shall have the right to make extracts thereof. Sellers and Subsidiaries shall co-operate with Buyer in the conversion of the Subsidiaries' data processing and accounting systems to those of the systems of the Buyer;. (viiiii) make The parties hereto agree that from and after the date hereof until and including the Closing Date (or until September 1, 2003 in the event that the Closing does not occur), they each shall preserve and maintain in strict confidence all confidential and/or proprietary information of the other received by such party or any material alteration of their affiliates or representatives or any of their representatives or to which such party or any of their affiliates or representatives is given access, and shall not disclose to any Acquired Propertyperson or entity or use any such confidential or proprietary information for personal advantage or to the detriment of the other party, except that the foregoing shall not apply to information which is a matter of public knowledge other than as a result of actions taken or disclosures made by or on behalf of such party or any of their affiliates or representatives, have been or are hereafter published through no direct or indirect fault, participation or act of such party or any of their affiliates or representatives, or are lawfully obtained by such party from a third person without restrictions of confidentiality, and that the foregoing shall not prohibit the parties hereto from making any disclosure required by applicable law or court or administrative order. (iii) Because the remedy at law for any breach of the provisions of subsection (ii) immediately above would be inadequate, the parties hereto hereby consent to the granting by any court of an injunction or other equitable relief, without the necessity of actual damage or irreparable harm being proved or the posting of any bond, in order that any breach or threatened breach of such provisions may be effectively restrained. (iv) The provisions of subsections (ii) and (iii) above shall survive any termination of this Agreement. (d) The Subsidiaries shall maintain all present insurance as set forth on Certificate of Insurance attached hereto as EXHIBIT D through the Closing. In the event that prior to the Closing all or a material part of the warehouse properties which are used or owned by the Subsidiaries is totally or substantially damaged by reason of fire or other casualty, and such loss or casualty is not covered by insurance or is not reflected in a resulting reduction of the Purchase Price, Buyer in the exercise of its discretion, may terminate the within transaction and the parties hereto shall be released from any further liability hereunder. (e) Except as otherwise requested by Buyer, and without making any commitments on Buyer's behalf, Sellers and Subsidiaries shall use commercially reasonable efforts in the normal course of business and in accordance with its past practices to keep available to Buyer the terms services of the employees and the suppliers of Subsidiaries, and to preserve for Buyer the business relationship with the customers of Subsidiaries and others having business relations with them. Subsidiaries will not increase the compensation of any employee of Subsidiaries prior to Closing more than four percent (4%) per annum without the written consent of Buyer. Sellers shall deliver to Buyer prior to Closing a copy of all written employment contracts, salary and bonus plans applicable Property Lease;to the employees of the Subsidiaries. (ixf) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification Sellers shall notify Buyer of any Indebtedness;event or transaction of which it becomes aware prior to Closing which is likely to materially affect the Subsidiaries or their assets in an adverse manner, except those relating to general conditions in the industry. (xg) make any voluntary prepayments on Sellers shall provide Buyer with a copy of Subsidiaries' monthly financial statements promptly after their completion after the Indebtedness close of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit each month prior to do any of the foregoingClosing.

Conduct of Business Pending Closing. From the date hereof through ----------------------------------- the Closing, Seller shall continue to operate the Systems diligently and in the ordinary course in the manner as heretofore conducted, and, subject to the provisions of this Agreement, shall not make or initiate any unusual or novel methods of purchase, sale, management, marketing, accounting, construction or operation, or make any adjustments in the pricing of its services not consistent with Seller's past business practices in connection therewith. Seller shall use commercially reasonable efforts to preserve the System's existing business relationships with its customers, suppliers, Governmental Authorities, employees and others having business relations with Seller in connection with the Systems. Without limiting the scope of the foregoing, Seller shall: (a) Except (i) as set forth in Schedule 6.1(a)Use, (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate preserve and maintain the transactions contemplated by Transferred Assets on a basis consistent with past practice and keep the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operateTransferred Assets, in all material respects, in good working condition; (b) Maintain adequate insurance covering the Transferred Assets in effect as of the date of this Agreement; (c) Pay all debts and obligations incurred by it in the operation of its respective business only in the ordinary course of business consistent with past practice; (d) Not commit any act or omit to do any act, nor permit any act or omission to act which may cause a material breach of any of the Assumed Contracts; (e) Maintain its books, accounts and records in the usual manner and on a basis consistent with past practice; (f) Not enter into any agreement or agreements for the sale or lease or otherwise dispose of the Transferred Assets except for sales in the ordinary course of business, sales of Equipment no longer necessary for the operation of the Systems, or sales of damaged or obsolete Equipment, which Equipment shall be replaced; (g) Not decrease any of its Customer rates or conduct any sales, marketing or promotional programs other than marketing or promotional programs consistent with past practices and customary in the cable television industry; provided, however, that, subject to use commercially reasonable efforts prior disclosure to preserve intact its respective business organization Buyer, Seller shall not be precluded from (i) seeking usual and goodwill ordinary rate increases or (ii) decreasing rates in all material respectsaccordance with applicable Legal Requirements, includingas required by franchising authorities, without limitation, the goodwill and relationships of each Acquired Company or in connection with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company competitive threats; and, without limiting provided further, that, notwithstanding anything in this Section 6.2(g) to the foregoingcontrary, to:Seller shall not initiate any marketing, sales or promotional programs, which offer or allow for credits or discounts that reduce standard rates charged to Customers for Seller's Basic Service or CPST tier (other than standard senior rates). (h) ▇▇▇▇ Customers on a basis consistent with past practices, sending out bills in the normal monthly routine. (i) maintain its respective existenceNot, and discharge debtswithout prior consent of Buyer, liabilities and obligations as they become duegrant any raises to employees of the Systems, and operate except in the ordinary course of business and in a manner consistent accordance with past practice andpractices, except as would not have a Material Adverse Effect on or enter into any collective bargaining agreements with respect to such employees; provided, however, that Seller may grant reasonable bonuses to employees of the Acquired CompaniesSystem, in compliance in all respects with all applicable Lawsto be paid by Seller, authorizations, and Contracts (including, without limitation, those identified in for the Sellers’ Disclosure Schedule)purpose of securing employment of such employees until Closing; (iij) enforce obligations set forth on Property Leases that Operate the Tenant thereunder maintain the facilities and assets of the Acquired Company Systems in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintaincompliance, in all material respects, with all Legal Requirements and Orders applicable to Seller, the Systems and the Transferred Assets; (k) Promptly inform Buyer in writing of any material adverse change in the condition (financial or otherwise), operations, assets, liabilities, business or prospects of the Transferred Assets, any of the Systems or Seller's Business, other than those affecting the cable television business generally; (l) Maintain inventory for its respective books Systems at normal historical levels consistent with past practices and records in accordance all events at levels sufficient to operate the Systems in the ordinary course for not less than 45 days after Closing, exclusive of inventory related to the launch of new services and inventory required in connection with the rebuild or upgrade of the Systems under Section 6.2(m); (m) Make capital expenditures in the amount of the Capital Expenditures Amount, in a manner materially consistent with the Capital Expenditures Budget set forth on Schedule 3.3(d), including performing the --------------- rebuild and upgrade of the Systems in a manner materially consistent with the information set forth in Schedule 4.9; ------------ (n) Implement disconnection of subscribers on a basis consistent with past practices; (o) Use commercially reasonable best efforts to obtain Franchise renewals and extensions with respect to expired and expiring Franchises; (p) Implement rate increases in a manner consistent with amounts set forth on Schedule 4.8, subject to a variance of not more than ------------ $80,000 on an annualized basis in the aggregate; (q) Submit timely Renewal Notices for all Franchises within 30 to 36 months prior to expiration of such Franchises and refrain from waiving any of its rights in connection with such Renewal Notices or any renewal rights under the Communications Act; (r) Promptly inform Buyer with respect to any developments or negotiations relating to the late fee proceedings filed against Seller; (s) Not compromise, grant credits against or write off Accounts Receivable with respect to overdue Customer amounts, other than for reasons such as service interruption or waiver of late charges, which have the effect of qualifying any Customer as an Equivalent Basic Subscriber; provided that Seller may otherwise write off Accounts Receivable in the ordinary course on a basis consistent with past practice, and ; (t) Not grant amnesty with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and bindersamounts owed by former customers; (ivu) maintain Consult with Buyer in full force and effect all Permitsconnection with the termination or renewal of Seller's management contract with Worldbridge Broadband Services, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies;Inc.; and (v) fileNot without the prior consent of Buyer, when due enter into any contract, agreement or required (after giving effect to any applicable and valid extension)other obligation affecting the Systems or the Transferred Assets, federalexcept contracts, stateagreements, foreign and or other Tax Returns and obligations which are cancelable within 60 days, without penalty, or under which the commitment of Seller does not exceed $25,000 individually or $250,000 in the aggregate, other reports required to be filed and pay when due all Taxesthan contracts, assessments, fees and agreements or other charges lawfully levied or assessed against them, unless the validity thereof is contested obligations in good faith and by appropriate proceedings diligently conducted; and (vi) consistent connection with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as capital expenditures set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingCapital Expenditures Budget.

Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between From and after the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Propertiespending Closing, and between unless Buyer shall otherwise consent or agree in writing, Seller covenants and agrees that the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to Business will be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, conducted in all material respects, its respective business only respects in the ordinary course and consistent with past practices practice. Seller shall pay accounts payable consistently with past practice and to shall not accelerate collection of accounts receivable. Seller will use commercially reasonable efforts to keep available to Buyer the services of the present officers and employees of the Business, to preserve intact its respective for Buyer the good will of the suppliers, customers and others having business organization relations with the Business and goodwill to maintain the condition of the Purchased Assets (subject to normal wear and tear); provided, however, Seller’s effort need not include incurring non-ordinary course costs and expenses, including without limitation increasing or providing new compensation to the present officers and employees or providing discounts or similar incentives to suppliers, customers and others having business with the Business; provided, further, that the parties acknowledge and agree that the loss outside of the ordinary course of business of any of the officers, employees, suppliers, customers and others having business with the Business will not alone constitute evidence that Seller’s efforts have not been commercially reasonable. Seller will perform and comply in all material respectsrespects with its obligations under its material Contracts, includingTransferred Real Estate Leases, without limitationSubleased Real Estate Leases, the goodwill Licenses and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course Governmental Permits in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and will not materially amend, modify or grant any material waiver with respect to accounting recordsany such material Contract, GAAPTransferred Real Estate Lease, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all PermitsSubleased Real Estate Lease, except for such Permits License or Governmental Permit without the failure written consent of Buyer, which to maintain in full force and effect would consent shall not have a Material Adverse Effect on the Acquired Companies; (v) filebe unreasonably withheld, when due conditioned or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respectsdelayed. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided agreed in this Agreement or the Transaction Documents, (iii) as required writing by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof Buyer’s chief executive officer and the Core Portfolio Closing, solely any executive officer of Seller with respect to the Acquired Companies and the Acquired Propertiesa particular Business Employee, between the date hereof and the HUD Portfolio Closing Date with solely respect prior to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall Seller will not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make reassign or enter into otherwise transfer any Contract which obligates Business Employee (x) from any Acquired Company work or responsibilities related to the Business to work or responsibilities related to the Non-ACF Businesses or (y) from and after the Closing unless otherwise permitted by this Section 6.1assignment at or in support of a Specified Location, Assumed Location or a Shared Location to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule an Other Business Location or (B) terminate and re-hire any Business Employee or enter into, assume, amend, modify into an agreement with such Person as an independent contractor following such termination (or waive terminate any provision such employee in contemplation of re-hiring such employee at a later date or of entering into an agreement with such Person as an independent contractor at a later date). Prior to the Closing Seller will not grant or promise any increase in the compensation of any material ContractBusiness Employee or independent contractor (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increases in excess of $100,000 the compensation payable or outside to become payable to any such Person, except for normal increases granted to employees or independent contractors in the ordinary course of business; (v) other than the salebusiness consistent with past practice, assignmentor enter into or amend any employment, transfer consulting, severance, change in control or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, similar agreement or make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign commitment to pay any severance, termination or sublet any existing real property lease, sublease or occupancy agreement, similar compensation except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwiseset forth on Schedule 5.2(b), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoing.

Conduct of Business Pending Closing. (a) Except (i) as set forth may be required to obtain the regulatory approvals referred to in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practiceSection 8.1 hereof, between the date hereof and each Closing with respect to the Acquired Companies Signature Date and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD PropertiesDate, and between except as may otherwise be required by a regulatory authority, Seller shall conduct its business at the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only Branches in the ordinary course consistent with past practices practice and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Propertynot, without the prior written consent of the Buyer (Buyer, which consent shall not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (ia) make any change in, Cause the Branches to engage or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) participate in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation activity that shall be contested in good faith or except as would not materially and adversely affect the Deposits, Account Loans, Assets or Safe Deposit Boxes or the ability to continue the operations of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1Branches, to terminate any Contract set forth except in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (vb) Cause the Branches to transfer to Seller's other branches any Deposits to be transferred to Buyer as contemplated herein, except upon the unsolicited request of a depositor in the ordinary course of business; (c) Increase or agree to increase the salary, remuneration or compensation of persons employed at the Branches other than in accordance with Seller's customary policies and/or bank-wide changes provided prior or subsequent notice is given to Buyer of such bank-wide changes, or pay or agree to pay any bonus not committed or contemplated prior to the saledate of this Agreement to any such Employees other than regular bonuses granted based on historical practice or in connection with the retention bonus program instituted by Seller in contemplation of the transactions described herein; (d) Enter into any commitment, assignmentagreement, transfer understanding or conveyance other arrangement to dispose of personal property by a Tenant the Assets and Liabilities to be transferred to Buyer as contemplated herein, other than pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Propertythis Agreement; (vie) subject Invest in, or dispose of, any Fixed Assets of the Branches, except pursuant to commitments made on or before the Signature Date and disclosed to Buyer in writing on or before the Signature Date and for replacements of destroyed or damaged furniture, furnishings and equipment or replacements of furniture, furnishings and equipment the failure to replace of which would constitute a safety or health hazard; (f) Cause or permit the Branches to transfer to Seller's other operations or branches any Account Loans or Fixed Assets of the Branches; (g) Transfer, assign, permit any Encumbrance to exist with respect to or otherwise dispose of, or enter into any contract, agreement or understanding to transfer, assign, cause or permit any Encumbrance to exist (which Encumbrance would not be permitted under Section 6.6) with respect to or otherwise dispose of, any of the Acquired Properties Assets except in the ordinary course of business and subject to any Encumbrance, the other than a Permitted Encumbranceprovisions of this Section 8.4; (viih) enter into Make any real property lease, sublease or occupancy agreement or assign or sublet material change in any existing real property lease, sublease or occupancy agreement, except of Seller's basic policies and practices with respect to an Acquired Property that is not currently subject to deposit origination, personnel practices, marketing, or any other material aspect of its business or operations which would have a Property Leasematerial adverse effect on the Branches or the Mortgage Loans, except as may be required by applicable governmental authorities and except for changes in such policies instituted on a bank-wide basis. (i) Directly or indirectly, entertain, solicit or encourage or participate in any discussions or negotiations with, or provide any information (other than publicly available information) to, any such Property Lease being person or other entity or group (other than Buyer and its representatives) concerning any proposal to acquire the Assets or assume the Liabilities which are the subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Propertythis Agreement, except in accordance with under circumstances where Seller advises such person, entity or group that it is obligated to sell the terms of Assets and transfer the applicable Property Lease; (ix) incur or otherwise become liable for liabilities to Buyer and that any Indebtedness (whether other such proposal shall be considered only as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoinga backup proposal.

Conduct of Business Pending Closing. (a) Except (i) JBBW agrees that, between the date of this Agreement and the earlier of the Closing or the termination of this Agreement in accordance with its terms, unless V&S and ASCI shall otherwise agree in writing and except as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in contemplated by this Agreement or any Transaction Documentother Basic Agreement, JBBW shall cause the businesses of its Subsidiaries (iiiincluding JBBCo.) and DNV to be conducted only in the ordinary course of business and in a manner consistent with the past practice of JBBW and its Subsidiaries considered as required by applicable Lawa whole; and JBBW shall use its reasonable commercial efforts to preserve substantially intact the business organization of its Subsidiaries and DNV and to preserve the current relationships of its Subsidiaries and DNV with customers, (iv) suppliers and other persons with which its Subsidiaries or DNV have significant business relations. By way of amplification and not limitation, except as necessary to consummate the transactions contemplated by this Agreement and the Transaction Documents or (v) as required by sound business practiceBasic Agreements, JBBW shall not, and shall cause its Subsidiaries and DNV to not, between the date hereof of this Agreement and each the earlier of the Closing and the termination of this Agreement in accordance with its terms, directly or indirectly do or propose to do (A) anything which under the JBBW Subscription Agreement or the DNV Purchase Agreement they may not do without the consent of V&S or ASCI, and (B) any of the following without the prior written consent of V&S and ASCI: (i) amend or otherwise change the organizational documents of itself, its Subsidiaries or DNV; (ii) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (A) any shares of capital stock of any class of itself, its Subsidiaries, or membership interests of DNV, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock or membership interest, or any other ownership interest (including, without limitation, any phantom interest), of itself, its Subsidiaries or DNV or (B) any assets of itself, or its Subsidiaries or DNV except, with respect to sales by JBBW or its Subsidiaries which are for fair value and which would not give rise to a right of V&S to exercise a put option or right of first offer under the Acquired Companies and the Acquired Properties not yet sold to Buyer JBBW Shareholders Agreement were such agreement in effect between the date hereof and the HUD Portfolio Closing Date solely Date. (iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of the HUD Companies capital stock of itself, its Subsidiaries or DNV except for quarterly cash dividends of JBBW and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca its Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course of its business and consistent with past practices practice; (iv) with respect to its Subsidiaries and DNV (but not with respect to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitationJBBW), the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would same shall not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts acquire (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (iiby merger, consolidation, or acquisition of stock or assets) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets any corporation, partnership, other business organization or any division thereof or any material amount of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companiesassets; (v) file, when due make or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration Tax election or method of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired PropertyTax accounting; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease partnership or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except joint venture arrangement with respect to an Acquired Property that is not currently subject its business operations in the Territory. Notwithstanding the foregoing, the restrictions set forth in clauses (i) through (vi) above (other than clause (ii) (B) as it relates to a Property Lease, any such Property Lease being subject JBBW and its Subsidiaries) shall only be applicable to the extent, following the Closing Date, such Person would not have been able to take such action without the prior consent of V&S as a shareholder of Series A-1 Preferred Stock pursuant to the Buyer; (viii) make any material alteration JBBW Subscription Agreement or ASCI as a member of DNV pursuant to any Acquired Propertythe DNV Purchase Agreement, except as provided in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingeach thereof.

Conduct of Business Pending Closing. From the date hereof until the Closing, except as consented to by the Buyer in writing: (a) Except Sellers will cause MTC and each of its Subsidiaries to maintain itself at all times as a corporation validly existing and in good standing under the Laws of the jurisdiction of its incorporation; (b) Sellers will cause MTC and each of its Subsidiaries to carry on its business and operations in the ordinary course and substantially in the manner carried on as of the date hereof and Sellers will not permit MTC or any of its Subsidiaries to engage in any activity or Acquisition or make any commitment to purchase or spend other than in the ordinary course of its business as heretofore conducted; provided, however, without the written consent of Buyer, Sellers will not permit MTC and its Subsidiaries to make capital expenditures exceeding, in the aggregate, $100,000; (c) Sellers will not permit MTC or any of its Subsidiaries to declare, authorize or pay any distribution to its stockholders and Sellers will not permit MTC or any of its Subsidiaries to redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any of its Equity Securities, provided however, at or prior to the Closing, Sellers will cause (i) as set forth MTC to distribute to its shareholders all of the Capital Stock owned by MTC in Schedule 6.1(a)The ▇▇▇▇▇ and ▇▇▇▇▇ Lines Incorporated, a Tennessee corporation, and Arizona Kazakstan Development Group Incorporated, an Arizona corporation, (ii) as otherwise expressly provided MTC to redeem all of the outstanding shares of preferred stock of MTC, together with all accrued and unpaid dividends thereon, in this Agreement or any Transaction Document, exchange for promissory notes and/or other indebtedness of MTC and (iii) MTC to purchase all of the outstanding shares of capital stock of Oxy-Dry not owned by MTC in exchange for promissory notes and/or other indebtedness of MTC. (d) Sellers will not permit MTC or any of its Subsidiaries to pay or provide or obligate itself to pay or to increase or provide any compensation, commission or bonus or to provide any benefit under any Benefit Plan or any other arrangement to any director, officer, employee, consultant, independent contractor or agent (excluding accountants, attorneys and other professional advisors) as such, except for the regular compensation and commissions payable to and the existing benefits available under the Benefit Plans for such director, officer, employee, consultant, independent contractor or agent (excluding accountants, attorneys and other professional advisors) at the rate in effect on the date of this Agreement and Sellers shall not permit MTC or any of its Subsidiaries to establish or increase or promise to increase any benefit under any Benefit Plan, or enter into an employment, severance, change in control or similar agreement, in any case, except for increases or other changes required by applicable Law, ; (ive) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof Sellers will cause MTC and each Closing with respect of its Subsidiaries to continue to carry the Acquired Companies insurance policies it currently has in effect; (f) Sellers will cause MTC and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent each of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and Subsidiaries to use all commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitationfor the Buyer, the goodwill Business and their respective employees and independent contractors, and their respective relationships with suppliers, licensees, distributors and customers and others having business relationships with MTC and each of each Acquired Company its Subsidiaries, respectively; (g) Sellers will not permit MTC or any of its Subsidiaries to sell or otherwise dispose of or pledge or otherwise encumber (other than for Permitted Liens), or obligate itself to sell or otherwise dispose of or pledge or otherwise encumber (other than Permitted Liens) any of its properties or assets except in the ordinary course of business and Sellers will cause MTC and its Subsidiaries to maintain its facilities, machinery and equipment in good operating condition and repair, subject only to ordinary wear and tear; (h) Sellers will not permit MTC or any of its Subsidiaries to amend its Charter Documents; and (i) Sellers will not permit MTC or any of its Subsidiaries to make any change in its accounting or Tax methods or practices or its Tax elections or enter into any agreement or arrangement with Tenants, vendors, Facility Operators and other Persons having a business relationship with respect to Taxes or settle or compromise any Acquired Company income Tax liability of MTC or any of its Subsidiaries; and, (j) without limiting the foregoing, to: (i) maintain its respective existence, Sellers will consult with the Buyer regarding all significant transactions and discharge debts, liabilities and obligations as they become due, and operate in proposals relating to the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on Business or the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary MTC or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingits Subsidiaries.

Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect At all times prior to the Acquired Companies Closing Date, Cogility covenants and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers agrees that it shall cause each Acquired Company to, operate, in all material respects, its respective conduct Cogility’s business only in the ordinary course of its Business consistent with past practices, and Cogility shall use its commercially reasonable efforts consistent with past practices and to use commercially reasonable efforts to preserve intact its respective Cogility’s business organization and goodwill in all material respectsto keep available satisfactory relationships with suppliers, including, without limitation, the goodwill customers and others having business relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respectsit. (b) Except From the date of this Agreement until the Closing Date there shall not be any material increases or decreases in compensation, capital expenditures, asset sales or affiliate transactions involving Cogility or any of the Cogility Shareholders, nor shall there be any unusual cash withdrawals, unusual payments, unusual contracts or contract provisions, or other unusual transactions or business practices involving Cogility or any of the Cogility Shareholders. (ic) At all times prior to the Closing Date, except as otherwise set forth in Schedule 6.1(bthis Agreement, AQSP Mergeco covenants and agrees that it will not, directly or indirectly, conduct any business or incur any Liabilities (contingent or otherwise), . (iid) as otherwise provided in Cogility and the Cogility Shareholders agree that during the period from the date of signing of this Agreement or until the Transaction DocumentsClosing Date, (iii) as required by applicable Lawthey shall each refrain from entering into, (iv) as necessary to consummate the transactions contemplated by the Transaction Documentsparticipating in, or responding to, any other negotiations, discussions, contracts, letters of intent, or other arrangements of any nature with any third parties (vother than AQSP) as required by sound regarding a disposition of Cogility’s business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdingsor assets, the Casablanca Subsidiaries and sale of the Casablanca Properties; stock or equity interests of Cogility, or any other actions which might have the effect of impeding, delaying or making more costly the Merger, provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) this agreement shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to no longer be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change inlegally binding upon Cogility, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after Cogility Shareholders if the Closing unless otherwise permitted has not occurred by this Section 6.1December 31, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoing2011.

Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between From the date hereof to and each including the Closing Date, Seller shall operate the Business in compliance with respect to all applicable laws and only in the Acquired Companies usual and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely ordinary course, consistent with respect to the HUD Companies and the HUD Propertiespast practice, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Propertiesshall not, without the prior written consent of FRB, which consent shall not be unreasonably withheld, conditioned or delayed, take or omit to take any action, the Buyer (effect of which act or omission would render any of Seller’s representations or warranties set forth herein inaccurate as of the Closing Date or take or omit to take any action that would reasonably likely to delay or impair the ability of the parties to consummate the transactions contemplated herein. Without limiting the generality of the foregoing, except with the prior written consent of FRB which consent shall not to be unreasonably withheld, delayed or conditioned)conditional, Sellers from the date hereof until the Closing Date, Seller shall cause each Acquired Company not: (a) adopt any change in its certificate of incorporation, by-laws or other governing document; (b) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of Seller; (c) issue, any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of Seller; (d) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any equity interest in or a portion of the assets of, or by any other manner acquire any business or any person or division thereof; (e) sell, lease, encumber (including by the grant of any option thereon) or otherwise dispose of any Purchased Asset; (f) (i) incur or assume any long-term or short-term debt or issue any debt securities, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make or cancel, or waive any rights with respect to, operateany loans, in all material respectsadvances or capital contributions to, its respective business only in or investments in, any other person; or (v) mortgage or pledge any of the ordinary course consistent tangible or intangible assets or properties of Seller; (g) enter into any license or other Contract with past practices and respect to use commercially reasonable efforts any Purchased Asset; (h) amend, modify or otherwise change the terms of any existing Contract to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, accelerate the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to:payments due to Seller thereunder; (i) maintain its respective existenceenter into any joint venture, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule)partnership or other similar arrangement; (iij) enforce obligations set forth on enter into any Contract that limits the ability of Seller, or would limit the ability of Buyer after the Closing, to compete in or conduct any line of business or compete with any Person in any geographic area or during any period; (k) enter into any Contract relating to the distribution, sale, supply, license, marketing, co-promotion, research, development or manufacturing of Purchased Assets of Seller or products licensed by Seller, or the Intellectual Property Leases of Seller, other than pursuant to any such Contracts currently in place (that the Tenant thereunder maintain the facilities and assets of the Acquired Company have been disclosed in the same state of repair, order and condition as on writing to Buyer prior to the date hereof, reasonable wear and tear excepted) in accordance with their terms as of the date hereof; (iiil) maintainmodify, in all amend or terminate any Assumed Contract or any Assumed Liability or waive, release or assign any material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and bindersrights or claims thereunder; (ivm) maintain enter into any Contract to the extent consummation of the transactions contemplated by this Agreement or compliance by Seller with the provisions of this Agreement would reasonably be expected to conflict with, or result in full force and effect all Permitsa violation or breach of, except for or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Encumbrance in or upon any of the Purchased Assets under, or give rise to any increased, additional, accelerated, or guaranteed right or entitlements of any third party under, or result in any material alteration of, any provision of such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired CompaniesContract; (vn) file, when due change or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports modify its accounting principles except as required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless comply with the validity thereof is contested in good faith and by appropriate proceedings diligently conductedSEC filing requirements; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xio) agree or commit to do any of the foregoing.

Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practiceEach Seller Entity covenants and agrees that, between the date hereof and each the Closing Date, or the earlier termination of this Agreement, except as Parent shall otherwise consent in writing, such Seller Entity shall (and shall cause its Affiliates, as applicable, to): (i) Conduct operation of the Business only in, and shall not take any action except in, the ordinary course of business and in a manner consistent with respect to past practice; (ii) preserve intact the Acquired Companies Assets in the ordinary course of business and in a manner consistent with past practice; and (iii) use its commercially reasonable efforts to maintain in effect the Acquired Properties not yet sold to Buyer Assigned Contracts. (b) Each Seller Entity covenants and agrees that, between the date hereof and the HUD Portfolio Closing Date solely with respect to Date, or the HUD Companies earlier termination of this Agreement, except as Buyer shall otherwise consent in writing, such Seller Entity shall not (and the HUD Propertiesshall not permit any of its Affiliates, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdingsas applicable, the Casablanca Subsidiariesto): (i) sell, the Casablanca Units and the Casablanca Propertiestransfer, without the prior written consent lease, license, sublicense, grant or otherwise dispose of the Buyer (not to be unreasonably withheldany Acquired Asset, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only other than sales of Inventory in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule)business; (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company amend or modify in the same state of repairany material way, order and condition as on the date hereofor terminate, reasonable wear and tear exceptedany Assigned Contract; (iii) maintaincreate, incur, suffer to exist or assume any Lien on any of the Acquired Assets; (iv) sell, transfer, lease, license, sublicense, mortgage, pledge, encumber, grant or otherwise dispose of any of the Acquired Assets, or any rights to the Acquired Assets, omit to take any action the consequence of which adversely affects or could adversely affect any rights of such Seller Entity or any of its Affiliates to any of the Acquired Assets, amend or modify in all any material respects, its respective books and records in accordance with past practice, and way any existing agreements with respect to accounting recordsany of the Acquired Assets, GAAP, and use commercially reasonable efforts disclose trade secrets to a third party or abandon or permit to lapse any rights of such Seller Entity or any of its Affiliates to any of the Acquired Assets; (v) fail to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain currently in full force and effect all Permits, except for such Permits the failure of which with respect to maintain in full force and effect would not have a Material Adverse Effect on the Acquired CompaniesAssets; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; or (vii) in each case as it concerns the Acquired Assets, (1) make, revoke, or modify any Tax election; (2) change any Tax accounting period or method; (3) file any amended Tax Return; (4) enter into any closing agreement with past practice, enforce the terms respect to Taxes; (5) settle any material Tax claim or assessment; or (6) consent to any extension or waiver of the Property Leases in all material respects.limitations period for the assessment of any Tax; (bviii) Except (i) as take any action or fail to take any action that would result in any of the representations and warranties set forth in Schedule 6.1(b)Article III becoming false or inaccurate, (ii) as otherwise provided that would, individually or in this Agreement the aggregate, have a Business Material Adverse Effect, or that would impair the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary ability of such Seller Entity to consummate the transactions contemplated by hereby in accordance with the Transaction Documents, terms hereof or delay such consummation. (vc) as required by sound business practiceSBEEG and each Assigning Entity covenants and agrees that, between the date hereof and the Core Portfolio ClosingClosing Date, solely with respect to or the Acquired Companies earlier termination of this Agreement, except as Parent shall otherwise consent in writing, SBEEG and the Acquired Properties, between the date hereof such Assigning Entity shall (and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not its Affiliates, as applicable, to:): (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, preserve intact any Acquired Company’s authorized, issued Assets owned or outstanding equity interests controlled by SBEEG or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities such Assigning Entity in the ordinary course of any Acquired Companybusiness and in a manner consistent with past practice; (ii) amend (as applicable) cause all ownership interests in any material respect IP Assets or Assigned Contract, including, without limitation, each of the declaration of trustsAlshaya Agreement, articles or certificate of incorporationthe Emelah Agreement, articles or certificate of formation or organizationthe Uechi Agreements and the PHS Agreement, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company;to the extent the same is not currently owned entirely be the Seller Entities to be assigned to the Seller Entities; and (iii) fail use its commercially reasonable efforts to pay or discharge when due any material liability or obligation of maintain in effect the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingAssigned Contracts.

Conduct of Business Pending Closing. (a) Except (i) Between the Signature Date and the Closing Date, and except as set forth in Schedule 6.1(a), (ii) as may otherwise expressly provided in this Agreement or any Transaction Document, (iii) as be required by applicable Lawa regulatory authority, (iv) as necessary to consummate Seller shall conduct its business at the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only Branches in the ordinary course consistent with past practices practice and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Propertynot, without the prior written consent of the Buyer (Buyer, which consent shall not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (ia) make any change in, Cause the Branches to engage or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) participate in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation transaction that shall be contested in good faith or except as would not materially and adversely affect the ability of any Seller Deposits, Account Loans, Assets or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1Safe Deposit Boxes, to terminate any Contract set forth except in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (vb) Cause the Branches to transfer to Seller's other branches any Deposits to be transferred to Buyer as contemplated herein, except upon the unsolicited request of a depositor in the ordinary course of business; (c) Increase or agree to increase the salary, remuneration or compensation of persons employed at the Branches other than in accordance with Seller's customary policies and/or bank-wide changes, or pay or agree to pay any bonus not committed or contemplated prior to the saledate of this Agreement to any such Employees other than regular bonuses granted based on historical practice or in connection with the retention bonus program instituted by Seller in contemplation of the transactions described herein; (d) Enter into any commitment, assignmentagreement, transfer understanding or conveyance other arrangement to dispose of personal property by a Tenant the Assets and Liabilities to be transferred to Buyer as contemplated herein, other than pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Propertythis Agreement; (vie) subject Invest in any new Fixed Assets of the Branches, except for commitments made and disclosed to Buyer in writing on or before the Signature Date and for replacements of furniture, furnishings and equipment and normal maintenance and refurbishing purchased or made in the ordinary course of business; (f) Cause or permit the Branches to transfer to Seller's other operations or branches any Account Loans or Fixed Assets of the Branches; and (g) Transfer, assign, permit any Encumbrance to exist with respect to or otherwise dispose of, or enter into any contract, agreement or understanding to transfer, assign, cause or permit any Encumbrance to exist (which Encumbrance would not be permitted under Section 6.6) with respect to or otherwise dispose of, any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, Assets except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being in the ordinary course of business and subject to the consent other provisions of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingthis Section 8.4.

Conduct of Business Pending Closing. Except as contemplated on Schedule 7.2, until the Closing, Seller shall continue to operate the System and conduct the Business in the ordinary course of business, consistent with past practice or in accordance with the current operating budget for the Business (as disclosed to Buyer). Seller shall use commercially reasonable efforts to preserve a business relationship with the customers of the Business, Governmental Entities, employees and others having business relations with Seller in connection with the System. Without limiting the generality of the foregoing, Seller shall: (a) Except (i) as set forth in Schedule 6.1(a)Use, (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate preserve and maintain the transactions contemplated by System and the Transaction Documents or (v) as required by sound business practice, between the date hereof other Acquired Assets on a basis consistent with past practice and each Closing with respect to keep the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operateAssets, in all material respects, its respective business only in the good working condition, ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iiib) maintain, Continue to maintain the insurance covering the Acquired Assets in effect as of the date of this Agreement; (c) Pay all material respects, its respective books debts and records obligations incurred by it in accordance the operation of the System in the ordinary course of business consistent with past practice; (d) Not commit any act or omit to do any act, nor permit any act or omission to act, which effectuates or may cause an amendment to, or a breach or termination of (excluding any expiration due to the passage of time, in which case Seller shall consult with Buyer and, on Buyer’s reasonable request, Seller shall use its commercially reasonable efforts to extend the term of any such agreement on terms and conditions reasonably acceptable to Buyer), any of the Material Acquired Contracts; provided that anything in this Agreement notwithstanding, Seller shall be allowed to review, modify and enter into programming agreements (other than retransmission consent agreements for the carriage of broadcast television station signals) in the ordinary course of business; provided further that anything in this Agreement notwithstanding, prior to entering into any Contract that would be a Material Acquired Contract hereunder if it were in existence on the date hereof, Seller shall consult with respect Buyer in advance and provide Buyer with reasonably sufficient time under the circumstances to accounting recordsprovide input as to the substance of such Contract, GAAPand, in the event that Seller elects to enter into any such Contract that Buyer does not believe (and Buyer has informed Seller prior to Seller’s execution thereof that Buyer does not believe) to be in the best interests of the Business, then nothing herein shall prohibit Seller from entering into such Contract, but Seller shall use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and bindersenter into such Contract on a month-to-month basis; (ive) maintain in full force Maintain the books, accounts and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely records with respect to the Acquired Companies Assets and the Acquired Properties, between System in the date hereof usual manner and on a basis consistent with past practice and maintain its accounting practices and policies and the HUD Portfolio Closing Date application thereof (except as may be required in accordance with solely respect to GAAP (but excluding allocations for accounting, legal, marketing overhead and other corporate overhead); (f) Not enter into any agreement or agreements (or discussions regarding any such agreement) for the HUD Companies sale of any of the Acquired Assets, except for sales of Equipment provided that any item of Equipment sold shall be replaced with an item of Equipment of like value and quality; (g) Not decrease any of the HUD Properties, and between rates for customers of the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca PropertiesBusiness; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) this Agreement shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the preclude Seller from (i) seeking rate increases proposed by Seller and approved by Buyer (it being understood and agreed that Buyer’s approval will not to be unreasonably withheldconditioned, delayed or conditionedwithheld), Sellers shall cause each Acquired Company or (ii) decreasing rates required by applicable Laws or in connection with marketing programs proposed by Seller and approved by Buyer (it being understood and agreed that Buyer’s approval will not to:be unreasonably conditioned, delayed or withheld); (h) ▇▇▇▇ and collect from customers of the Business on a basis consistent with past practices and take such other actions in the ordinary course of business as previously conducted to preserve all customers of the Business, including making ordinary marketing, advertising and promotional expenditures; (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities Promptly inform Buyer in writing of any Acquired Companyevent, individually or in the aggregate, that would be reasonably expected to result in a Material Adverse Effect or that would cause any of Seller’s representations and warranties set forth in Article V to be untrue; (iij) amend (Maintain Inventory and spare equipment for the System in a manner adequate to support customer service levels and such Inventory, supplies, spare parts and spare equipment shall be of such quality and quantity as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Companyare consistent with Seller’s past practice; (iiik) fail Maintain capital expenditures in the ordinary course of business and as necessary to pay or discharge when due any material liability or obligation of comply with the Acquired Companies, except any such liability or obligation that shall be contested Franchise and all Material Permits and fulfill installation requests in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (vl) other than the saleNot create, assignment, transfer assume or conveyance of personal property permit to exist any Lien (including leases and licenses granted by Seller to a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of Third Party) upon any Acquired PropertyAssets except for Permitted Liens; (vim) subject any Continue to engage advertisers of the Acquired Properties to any Encumbrance, other than Business in a Permitted Encumbrancemanner that is consistent with past practice; (viin) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) Not agree or commit to do take any of action inconsistent with the foregoing; and (o) Timely notify Buyer of and, at Buyer’s timely request discuss, all planned material sales and marketing programs, including without limitation, all new sales offers, discount plans or customer retention plans.

Conduct of Business Pending Closing. During the period from the Effective Date through and until the Closing (the "Interim Period"), except as otherwise contemplated by this Agreement or agreed to in writing by Buyer: (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated The Property shall be owned by the Transaction Documents or (v) as required by sound business practice, between the date hereof Partnership and each Closing with respect to the Acquired Companies operated and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only maintained in the ordinary course consistent with past practices Ordinary Course of Business, subject to reasonable wear and to use commercially reasonable efforts to preserve intact its respective business organization tear, casualty and goodwill in all material respectstaking by eminent domain, including, without limitation, the goodwill performance of ongoing and relationships routine maintenance of each Acquired Company with Tenants, vendors, Facility Operators the Property and such other Persons having work deemed necessary by QRP to cure a business relationship with misrepresentation by the Sellers under this Agreement (provided that the cost of any Acquired Company and, without limiting such cure shall be solely for the foregoing, to: (i) maintain its respective existence, account of and discharge debts, liabilities and obligations as they become due, and operate in at the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect expense of Majority Seller on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in behalf of the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth . In addition, the Majority Seller shall keep Buyer informed of Property operations, issues and performance and will consult with Buyer to the extent reasonably practical with regard to any material Property ownership and management issues. Notwithstanding anything contained herein to the contrary, the Majority Seller on Property Leases that the Tenant thereunder maintain the facilities and assets behalf of the Acquired Company in Sellers or the same state Partnership, reserves the right, but is not obligated, to institute summary proceedings against any tenant or terminate any Lease as a result of repair, order a material default by the tenant thereunder prior to the Closing Date. The Majority Seller on behalf of the Sellers makes no representations and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and assumes no responsibility with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms continued occupancy of the Property Leases or any part thereof by any tenant. Further, Buyer agrees that it shall not be grounds for Buyer's refusal to Close the transactions contemplated by this Agreement that any tenant is a holdover tenant or in all material respectsdefault under its Lease on the Closing Date and Buyer shall Close hereunder subject to such holding over or default without credit against, or reduction of, the Purchase Price. After the Additional Deposit has been deposited, except in the Ordinary Course of Business, no Lease shall be amended or modified, and no new Lease shall be entered into during the Interim Period without Buyer's consent, which consent shall not be unreasonably withheld, conditioned or delayed, it being understood that Buyer's failure to object to an amendment, modification or new Lease outside of the Ordinary Course of Business within three Business Days after the date of the Majority Seller's notification to the Buyer thereof shall be deemed Buyer's consent thereto. (b) Except (i) as set forth The Majority Seller shall not modify, extend, renew or cancel in Schedule 6.1(b), (ii) as otherwise provided in this Agreement writing or cause the Partnership or the Transaction DocumentsREIT to modify, extend, renew or cancel in writing (iii) in either case, except as required by applicable Law, (iv) as necessary to consummate the transactions contemplated a result of a default by the Transaction Documentsother party thereunder) any Material Contracts, or (v) as required by sound business practiceenter into any new Material Contract without Buyer's prior written consent in each instance, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Propertieswhich consent shall not be unreasonably withheld or delayed, and between if withheld, Buyer shall promptly give the date hereof and Majority Seller a notice stating the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Propertiesreasons therefor; provided, however, that Buyer's consent shall not be required to permit the provisions aforestated actions if such Material Contract (a) may be terminated without cause at any time on not more than thirty (30) days' prior notice by the Partnership, the REIT or their respective successors, without the payment of Sections 6.1(b)(iv)(B), (v), (vi), (vii) a penalty in excess of one months' fee thereunder and (viiid) is for a per annum sum of Five Thousand Dollars ($5,000.00) or less. (c) The Majority Seller shall use reasonable efforts to keep the Licenses in force and effect and to obtain any other licenses, permits, certificates, authorizations or approvals necessary for the ownership and operation of the Property. (d) The Majority Seller shall keep in force the Insurance Policies or policies providing similar coverage, and shall indemnify Buyer for any losses, claims, damages or expenses resulting from any cancellation of or other lapse in the effectiveness of such coverage caused by the Majority Seller. (e) The Majority Seller on behalf of the Sellers shall not apply permit the imposition or creation of any Lien with respect to Casablanca Holdingsany interest in the REIT, the Partnership or the Property, except for such Lien as shall be satisfied or otherwise released at Closing and except as set forth on Schedule 5.2 ("Permitted Liens"). (f) Neither the REIT nor the Partnership shall make any loans to, or enter into any transaction with, any Casablanca Subsidiary of its directors, officers, partners or employees, as the case may be, giving rise to any claim or right on its part against any such person or on the part of any such person against it. (g) Neither the REIT nor the Partnership shall make any investment in, any loan to, or any Casablanca Property, without the prior written consent acquisition of the Buyer securities or assets of, any other Person (not or series of related capital investments, loans and acquisitions). (h) Other than in the Ordinary Course of Business, neither the REIT nor the Partnership shall cancel, compromise, waive or release any material right or claim against any other Person other than as required pursuant to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to:existing agreements. -20- C/M: 11145.0007 465517.8 (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect Neither the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of REIT nor the Acquired Companies, except any such liability or obligation that Partnership shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates employment contract or collective bargaining agreement, written or oral, or shall modify the terms of any Acquired Company from such existing contract or agreement. (j) Neither the REIT nor the Partnership shall create, incur or assume any Indebtedness, other than trade payables incurred in the Ordinary Course of Business, provided that the Majority Seller shall inform Buyer of any such Indebtedness incurred in excess of Five Thousand and after 00/100 Dollars ($5,000.00). (k) All applicable Partnership, REIT and Property records and books of account shall be maintained in accordance with past practices and in a manner that fairly reflects the Closing unless otherwise permitted by this Section 6.1income, to terminate any Contract expenses, assets and liabilities of the REIT, the Partnership and the Property in accordance with GAAP. (l) The REIT shall comply with the provisions set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any Sections 856 of the Acquired Properties Code in order to any Encumbrancemaintain its status as a real estate investment trust, other than a Permitted Encumbrance; (vii) enter into any real property leaseincluding, sublease or occupancy agreement or assign or sublet any existing real property leasewithout limitation, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingmaintaining at least 100 beneficial owners.

Conduct of Business Pending Closing. From the date hereof until the Closing, Seller shall (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact maintain, for the benefit of Purchaser following the Closing, the goodwill of Tenants, prospective tenants, vendors and other parties having business relations with Seller; (b) pay its respective business organization debts (or in good faith contest the same) and goodwill perform its obligations as they become due; (c) maintain the Property in all material respectsthe same manner and condition that exists on the date hereof, as such condition shall be altered by reason of Casualty, Taking and/or normal wear and tear, including, without limitation, preparation of all necessary statements and bill▇▇▇▇ ▇▇▇ Rents, Adjustable Tenant Charges and Sales Based Tenant Charges for which Seller would normally prepare in the goodwill and relationships ordinary course of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a its business relationship with any Acquired Company andprior to the Closing Date; (d) not, without limiting the foregoingexpress written consent of Purchaser, to:which shall not be withheld unreasonably, (it being agreed that it shall be unreasonable for Purchaser to withhold its consent to any transaction recommended by General Growth Management, Inc.) (i) maintain its respective existenceenter into any new or additional Lease, and discharge debtsor extend, liabilities and obligations as they become duerenew or modify, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect consent to any applicable and valid extension)assignment of or sublease in respect of, federalor waive any material right under any Lease, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied than renewals or assessed against them, unless extensions resulting from the validity thereof is contested in good faith and exercise by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms a Tenant of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b)a currently existing renewal or extension option, (ii) as otherwise provided in this Agreement cancel or terminate any Lease or take any action to enforce any Lease which would have the Transaction Documentseffect of canceling or terminating the same, (iii) as required by applicable Lawenter into a new reciprocal easement or similar agreement or amend or modify, consent to the assignment of or waive any material right under the DOA, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect make any material alterations to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution Property (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoing.are

Conduct of Business Pending Closing. (a) Except (i) as otherwise contemplated by this Agreement or as set forth in Schedule 6.1(a)9.2, (ii) during the period from the date hereof to the Closing, Seller shall conduct the RC International Business and the Cott Business and shall operate the Owned Real Property only in the ordinary course consistent with reasonably prudent practice in light of the current conduct of the RC International Business and the Cott Business and its operation of the Owned Real Property, as applicable, and use commercially reasonable best efforts to comply in all material respects with all applicable Laws. In addition, from and after the date hereof to the Closing Date, except as otherwise expressly provided in this Agreement or any Transaction Documentas otherwise contemplated hereby or as set forth in Schedule 9.2, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca PropertiesSeller shall not, without the prior written consent of the Buyer Cott (which consent shall not to be unreasonably withheld, delayed conditioned or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to:delayed): (i) maintain its respective existencedirectly or indirectly sell, lease, license, sell and discharge debtslease back, liabilities and obligations as they become due, and operate in mortgage or otherwise encumber or subject to any Encumbrance (other than a Permitted Encumbrance) or otherwise dispose of any of the ordinary course in a manner consistent with past practice andAssets or any interest therein, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (i) sales of assets (including, without limitation, those identified distribution rights with respect to the RC International Branded Concentrates or the RC International Non-Branded Concentrates) in the Sellers’ Disclosure Schedule)ordinary course of business consistent with past practice or, with respect to the Cott Current Concentrates, as permitted under the Cott Agreement, (ii) pledges or encumbrances pursuant to existing borrowing arrangements or (iii) any such transaction not otherwise permitted by this Section 9.2(i) with an aggregate value not to exceed $50,000; (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company except in the same state ordinary course of repairbusiness, order and condition as on the date hereof, reasonable wear and tear exceptedenter into any material employment or severance agreement with any Employee; (iii) maintain(x) incur any indebtedness or guarantee any indebtedness of another Person, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing or (y) make any loans, advances or capital contributions to, or investments in, any other Person, except, in all material respectsthe cases of clauses (x) and (y) above, its respective books and records agreements or arrangements entered into in accordance the ordinary course of business consistent with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and RC International Business or the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Owned Real Property, without incur or commit to incur any capital expenditures in an individual amount exceeding $20,000 or $100,000 in the prior written consent aggregate; (A) grant to any Employee or independent contractor of the Buyer RC International Business or the Cott Business any material increase in cash compensation (not to be unreasonably withheld, delayed except for cost of living increases or conditioned), Sellers shall cause each Acquired Company not to: (icontractually mandated increases) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (bonus, other than cash dividends or distributions) upon any equity interest or other securities in the ordinary course of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule business consistent with past practice or (B) enter into, assume, amend, modify grant to any Employee or waive independent contractor of the RC International Business or the Cott Business any provision of any material Contract, increase in excess of $100,000 severance or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Propertytermination pay; (vi) subject any of the Acquired Properties transfer or license to any EncumbrancePerson or otherwise extend, amend or modify any rights to any material Intellectual Property other than a Permitted Encumbrance;in the ordinary course of business consistent with past practice; or (vii) enter into any real property leaseterminate, sublease modify or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do amend any of the foregoingMaterial Assumed Contracts other than in the ordinary course of business consistent with past practice.

Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between From the date hereof to and each including the Closing Date, Seller shall operate the Business in compliance with respect to all applicable laws and only in the Acquired Companies usual and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely ordinary course, consistent with respect to the HUD Companies and the HUD Propertiespast practice, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Propertiesshall not, without the prior written consent of FRB, which consent shall not be unreasonably withheld, conditioned or delayed, take or omit to take any action, the Buyer (effect of which act or omission would render any of Seller's representations or warranties set forth herein inaccurate as of the Closing Date or take or omit to take any action that would reasonably likely to delay or impair the ability of the parties to consummate the transactions contemplated herein. Without limiting the generality of the foregoing, except with the prior written consent of FRB which consent shall not to be unreasonably withheld, delayed or conditioned)conditional, Sellers from the date hereof until the Closing Date, Seller shall cause each Acquired Company tonot: (a) adopt any change in its certificate of incorporation, operateby-laws or other governing document; (b) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of Seller; (c) issue, any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of capital stock of Seller; (d) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any equity interest in all material respectsor a portion of the assets of, its respective or by any other manner acquire any business only in or any person or division thereof; (e) sell, lease, encumber (including by the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships grant of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to:option thereon) or otherwise dispose of any Purchased Asset; (i) maintain its respective existenceincur or assume any long-term or short-term debt or issue any debt securities, and discharge debts(ii) assume, liabilities and guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations as they become dueof any other person; (iii) make or cancel, and operate in or waive any rights with respect to, any loans, advances or capital contributions to, or investments in, any other person; or (v) mortgage or pledge any of the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule)tangible or intangible assets or properties of Seller; (iig) enforce obligations set forth on enter into any license or other Contract with respect to any Purchased Asset; (h) amend, modify or otherwise change the terms of any existing Contract to accelerate the payments due to Seller thereunder; (i) enter into any joint venture, partnership or other similar arrangement; (j) enter into any Contract that limits the ability of Seller, or would limit the ability of Buyer after the Closing, to compete in or conduct any line of business or compete with any Person in any geographic area or during any period; (k) enter into any Contract relating to the distribution, sale, supply, license, marketing, co-promotion, research, development or manufacturing of Purchased Assets of Seller or products licensed by Seller, or the Intellectual Property Leases of Seller, other than pursuant to any such Contracts currently in place (that the Tenant thereunder maintain the facilities and assets of the Acquired Company have been disclosed in the same state of repair, order and condition as on writing to Buyer prior to the date hereof, reasonable wear and tear excepted) in accordance with their terms as of the date hereof; (iiil) maintainmodify, in all amend or terminate any Assumed Contract or any Assumed Liability or waive, release or assign any material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and bindersrights or claims thereunder; (ivm) maintain enter into any Contract to the extent consummation of the transactions contemplated by this Agreement or compliance by Seller with the provisions of this Agreement would reasonably be expected to conflict with, or result in full force and effect all Permitsa violation or breach of, except for or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Encumbrance in or upon any of the Purchased Assets under, or give rise to any increased, additional, accelerated, or guaranteed right or entitlements of any third party under, or result in any material alteration of, any provision of such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired CompaniesContract; (vn) file, when due change or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports modify its accounting principles except as required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless comply with the validity thereof is contested in good faith and by appropriate proceedings diligently conductedSEC filing requirements; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xio) agree or commit to do any of the foregoing.

Conduct of Business Pending Closing. (a) Except MSREF and Ashford hereby agree that MSREF shall cause Parent to consent to any actions under Section 7.1 of the Merger Agreement as follows: (i) as set forth if the consent relates solely to one or more Company Properties in Schedule 6.1(a)the MSREF Portfolio, at the direction of MSREF; (ii) as otherwise expressly provided if the consent relates solely to one or more Company Properties in this Agreement or any Transaction Documentthe Ashford Portfolio, at the direction of Ashford; and (iii) as required by applicable Law, if the consent relates to either (ivx) as necessary to consummate Company Properties in both the transactions contemplated by MSREF Portfolio and the Transaction Documents Ashford Portfolio or (vy) the conduct of business of CNL as required by sound business practicea whole, between MSREF and Ashford shall discuss such consent in good faith and attempt to reach a mutual decision as to whether such consent shall be granted. If the date hereof and each Closing with respect Parties cannot agree as to whether such consent should be granted, Parent shall not grant such consent. (b) If in the case of Section 2.2(a)(i) above, MSREF consents to any action related to the Acquired Companies MSREF Portfolio and as a result of such consent, CNL expends any amounts or any of CNL’s Subsidiary’s owning the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent subject Company Property expends any amounts in excess of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respectsbudgeted reserves, including, without limitation, capital expenditures (including owner-funded capital expenditures), in reliance on such consent related to any Company Properties in the goodwill MSREF Portfolio, MSREF’s allocation of Net Working Capital of CNL shall be decreased by such amount and relationships Ashford’s allocation of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to:Net Working Capital of CNL shall be increased by such amount. (ic) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate If in the ordinary course case of Section 2.2(b)(i) above, Ashford consents to any action related to the Ashford Portfolio and as a result of such consent, CNL expends any amounts or any of CNL’s Subsidiary’s owning the subject Company Property expends any amounts in a manner consistent with past practice andexcess of budgeted reserves, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified capital expenditures (including owner-funded capital expenditures), in reliance on such consent related to any Company Properties in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets Ashford Portfolio, Ashford’s allocation of the Acquired Company in the same state Net Working Capital of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that CNL shall be contested in good faith or except as would not adversely affect the ability decreased by such amount and MSREF’s allocation of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted Net Working Capital of CNL shall be increased by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingamount.

Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a), (ii) as otherwise expressly provided in this Agreement or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practiceAt Home agrees that, between the date hereof and each Closing with respect to the Acquired Companies of this Agreement and the Acquired Properties earlier of the Closing or the termination of this Agreement in accordance with its terms, unless UPC and UGC shall otherwise agree in writing and except as expressly contemplated by this Agreement, At Home shall cause the businesses of the Contributed Subsidiaries to be conducted, and shall use commercially reasonable efforts (including, without limitation, through exercise of its governance rights) to cause each of the At Home Joint Ventures to be conducted, only in the ordinary course of business and in a manner consistent with past practice; and At Home shall use its reasonable commercial efforts to preserve substantially intact the business organization of the Contributed Subsidiaries and the At Home Joint Ventures and to preserve the current relationships of the Contributed Subsidiaries and the At Home Joint Ventures with customers, suppliers and other persons with which the Contributed Subsidiaries or At Home Joint Venture has significant business relations. At Home shall use commercially reasonable efforts to preserve the current relationships of At Home, Excite Holdings and/or their Subsidiaries in the Territory with their partners, shareholders or joint venturers in the At Home Joint Ventures. By way of amplification and not yet sold limitation, except as contemplated by this Agreement shall not, and shall cause its Subsidiaries in the Territory to Buyer not, and shall use commercially reasonable efforts (including, without limitation, through exercise of its governance rights) to cause the At Home Joint Ventures to not, between the date hereof of this Agreement and the HUD Portfolio earlier of the Closing Date solely with respect to the HUD Companies and the HUD Propertiestermination of this Agreement in accordance with its terms, and between directly or indirectly do, or propose to do, any of the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, following without the prior written consent of UPC and UGC: (i) amend or otherwise change the Buyer organizational documents of the At Home International Entities; (not ii) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (A) any shares of capital stock of any class of the At Home International Entities, or any options, warrants, convertible securities or other rights of any kind to be unreasonably withheldacquire any shares of such capital stock, delayed or conditionedany other ownership interest (including, without limitation, any phantom interest), Sellers of At Home International Entities or (B) any assets of the At Home International Entities except for sales in the ordinary course of business and in a manner consistent with past practice; (iii) declare, set aside make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of the capital stock of At Home International Entities. (iv) with the respect to the At Home International Entities, the same shall cause each Acquired Company not (A) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, other business organization or any division thereof or any material amount of assets; (B) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances, except in the ordinary course of business and consistent with past practice; or (C) enter into any material contract or agreement other than in the ordinary course of business, consistent with past practice; (v) increase the compensation payable or to become payable to the officers or employees of the At Home International Entities, except for increases in accordance with past practices in salaries or wages of employees of the At Home International Entities, or grant any severance or termination pay to, operateor enter into any employment or severance agreement with any director, officer or other employee of the At Home International Entities, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employer in all material respectseach case, its respective business only of the At Home International Entities, except, with respect to the matters set forth in this clause (v), to the extent such actions are in the ordinary course consistent with past practices or pursuant to contractual obligations; (vi) take any action, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, accounting policies or procedures of the At Home International Entities (including, without limitation, procedures with respect to the goodwill payment of accounts payable and relationships collection of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to:accounts receivable); (ivii) maintain its respective existencemake any tax election or settle or compromise any material federal, and state, local or foreign income tax liability of the At Home International Entities; (viii) pay, discharge debtsor satisfy any material claim, liabilities and obligations as they become dueliability or obligation of the At Home International Entities (absolute, and operate accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice; or (ix) enter into any partnership or joint venture arrangement with respect to its international business operations; provided that it is agreed that At Home may pursue (but not enter into any binding arrangements with respect to) the formation of Joint Ventures for the benefit of BOC in the Territory. (b) UPC and UGC agree that, between the date of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with its terms, unless At Home shall otherwise agree in writing and except as expressly contemplated by this Agreement, UPC and UGC shall cause the businesses of chello and its Subsidiaries to be conducted, only in the ordinary course of business and in a manner consistent with past practice andpractice; and UPC and UGC shall use reasonable commercial efforts to preserve substantially intact the business organization of chello and its Subsidiaries and to preserve the current relationships of chello and such Subsidiaries with customers, suppliers and other persons with which chello or such Subsidiary has significant business relations. By way of amplification and not limitation, except as would contemplated by this Agreement UPC and UGC shall not have a Material Adverse Effect on and shall cause chello and its Subsidiaries to not between the Acquired Companiesdate of this Agreement and the earlier of the Closing and the termination of this Agreement in accordance with its terms, in compliance in all respects with all applicable Lawsdirectly or indirectly do, authorizationsor propose to do, any of the following without the prior written consent of At Home: (i) amend or otherwise change the organizational documents of chello and Contracts its Subsidiaries; (ii) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (A) any shares of capital stock of any class of chello or its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, those identified any phantom interest), of chello or its Subsidiaries or (B) any assets of chello or its Subsidiaries except for sales in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities ordinary course of business and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepteda manner consistent with past practice; (iii) maintaindeclare, in all material respectsset aside, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends distribution, payable in cash, stock, property or distributions) upon otherwise, with respect to any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability capital stock of chello or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated herebyits Subsidiaries; (iv) with respect to chello and its Subsidiaries, the same shall not (A) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, other business organization or any division thereof or any material amount of assets; (B) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any person, or make any loans or advances, except in the ordinary course of business and consistent with past practice; or (C) enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth material contract or agreement other than in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business, consistent with past practice; (v) increase the compensation payable or to become payable to the officers or employees of chello and its Subsidiaries, except for increases in accordance with past practices in salaries or wages of employee of chello and its Subsidiaries, or grant any severance or termination pay to, or enter into any employment or severance agreement with any director, officer or other than employee of chello and its Subsidiaries, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the salebenefit of any director, assignmentofficer or employee in each case of chello and its Subsidiaries, transfer except, with respect to the matters set forth in this clause (v), to the extent such actions are in the ordinary course consistent with past practices or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Propertycontractual obligations; (vi) subject take any of the Acquired Properties to any Encumbranceaction, other than a Permitted Encumbrancereasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures of chello and its Subsidiaries (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivable); (vii) enter into make any real property leasetax election or settle or compromise any material federal, sublease state, local or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent foreign income tax liability of the Buyerchello and its Subsidiaries; (viii) make pay discharge or satisfy any material alteration to any Acquired Propertyclaim, except liability or obligation of chello and its Subsidiaries (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in accordance the ordinary course of business and consistent with the terms of the applicable Property Lease;past practice; or (ix) incur with respect to chello and its Subsidiaries, enter into any content or otherwise become liable similar agreement with respect to its business or form any partnership or joint venture for any the provision of content. (c) Notwithstanding the provisions of this Section 6.20, the Parties: (i) may take such actions as are necessary to cause the At Home International Entities and chello and its Subsidiaries, respectively, to have a zero cash balance at Closing and (B) shall take such actions to cause the At Home International Entities and chello and its Subsidiaries respectively to cause Indebtedness (whether as primary obligor, guarantor or otherwiseincluding Indebtedness to affiliates), other than trade payables to third parties incurred in the ordinary course of business, to be zero at Closing. (ii) Subject to the further provisions of this Section 6.20(c)(ii), at Closing, each of Excite Holdings and chello Holdings will receive an equal interest in BOC. On or before the Closing Date the parties will agree in writing as to the fair market value of BOC, without regard to the provisions of this Section 6.20(c)(ii) (the "BOC Value"). In the event (A) --------- the At Home International Entities or chello and its Subsidiaries have a positive cash balance at Closing (taking into account the At Home Equity Interest's percentage ownership of the At Home Joint Ventures in the case of cash held by an At Home Joint Venture) and/or (B) the At Home International Entities or chello and its Subsidiaries, respectively, from and after the date hereof and prior to the Closing Date incurs a material deposit, prepayment or capital expenditure which shall have been approved by the other Parties hereto in writing, then Excite Holdings or chello Holdings, as applicable, shall be entitled to additional equity interests in BOC as if such amounts had been separately contributed to BOC immediately following Closing. The amount of additional equity interests shall be calculated as follows: (1) With respect to clause (A) of paragraph (ii) above, Excite Holdings or chello Holdings, as applicable, shall be entitled to additional interests in BOC calculated on the basis of its pro rata share of such positive cash balances divided by the BOC Value; and (2) With respect to clause (B) of paragraph (ii) above, Excite Holdings and/or chello Holdings shall be entitled to additional interests in BOC calculated with respect to each such material deposit, prepayment or capital expenditure on the basis of the amount thereof divided by the BOC Value. (d) For the period from the date hereof through September 30, 2000 At Home and Excite Holdings agree to any amendment fund the expenses of the At Home International Entities in the ordinary course of business consistent with past practice and UPC, UGC and chello Holdings agree to fund the expenses of chello and its Subsidiaries in the ordinary course of business consistent with past practice. If the Closing shall not have occurred by September 30, 2000, the Parties agree that they will continue to fund the At Home International Entities and chello and its Subsidiaries through the earlier of the Closing or modification termination of any Indebtedness; (x) make any voluntary prepayments this Agreement in accordance with its terms on the Indebtedness same basis as set forth in the previous sentence. At Closing the Parties agree they will calculate in good faith the total amounts funded from October 1, 2000 through Closing for chello and its Subsidiaries and the At Home International and divide such total by two. Whichever among the UPC Group and the At Home Group which has paid less than the other shall promptly pay the Group paying more the difference so that each Party shall have borne one half of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingsuch amount during such period.

Conduct of Business Pending Closing. Until the Closing, AACC shall comply with the provisions set forth below: (a) Except AACC shall operate its businesses in the ordinary course; (b) AACC shall promptly notify KDMV and Merger Sub of, and furnish to KDMV and Merger Sub any information that KDMV or Merger Sub may reasonably request with respect to, the occurrence of any event or the existence of any state of facts that may result in the representations and warranties of AACC or Stockholder not being true; (c) AACC will not (i) as set forth in Schedule 6.1(a)grant or agree to grant any bonuses to any Employee, (ii) as otherwise expressly provided grant any general increase in this Agreement the rates of salaries or compensation of its Employees or any Transaction Documentspecific increase to any Employee, (iii) as required by applicable Lawprovide for any new pension, retirement or other Employee Benefit Plan or any increase in any existing benefits under current Employee Benefit Plans, or (iv) as necessary terminate or amend in any respect any Employee Benefit Plan; (d) AACC shall not amend its certificate or articles of incorporation or by-laws or enter into any merger or consolidation agreement; (e) AACC shall not authorize for issuance, issue, sell, deliver or agree or commit to consummate issue, sell or deliver (whether through the transactions contemplated by the Transaction Documents issuance or (vgranting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent any capital stock of any class or any other securities or equity equivalents or amend any of the Buyer terms of any such securities or agreements; (not f) AACC shall use commercially reasonable efforts to maintain and preserve the business of AACC intact, to retain their present Employees so that they will be unreasonably withheldavailable after the Closing and to maintain existing relationships with customers, delayed suppliers and others so that those relationships will be preserved after the Closing; (g) AACC shall not, except for the Intellectual Property Agreement, sell, assign or conditioned)dispose of any of its material assets or properties, Sellers shall cause each Acquired Company totangible or intangible, operateor incur or assume any liabilities or enter into any sale/leaseback or similar transaction, in all material respectsexcept for sales and dispositions made, its respective business only or liabilities incurred, in the ordinary course of business consistent with past practices; (h) AACC shall not assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except in the ordinary course of business consistent with past practices and in amounts not material to use commercially reasonable efforts the business of AACC or make any loans, advances or capital contributions to preserve intact its respective or investments in any other Person, other than in the ordinary course of business organization consistent with past practices and goodwill in all amounts not material respects, including, without limitation, to the goodwill and relationships business of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to:AACC; (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to AACC shall maintain in full force and effect all authorizations and all insurance policies and binderscurrently maintained; (ivj) maintain AACC shall not take, or agree in full force and effect all Permitswriting or otherwise to take, except for such Permits any of the failure actions described in this Section 7.5 or any action that would make any representation or warranty inaccurate or untrue or that would result in any of which to maintain the conditions set forth in full force and effect would Section 6.3 hereof not have a Material Adverse Effect on the Acquired Companiesbeing satisfied; (vk) fileAACC shall comply with all applicable local, when due or required state and federal laws, rules and regulations, judgments, decrees, orders, governmental permits, certificates and licenses, including, without limitation, Environmental Protection Laws; (after giving effect l) AACC shall maintain the books of account and records in the usual, regular and customary manner consistent with practices employed prior to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducteddate hereof; and (vim) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except AACC shall not implement or adopt (i) as set forth any change in Schedule 6.1(b), its accounting methods or principles or the application thereof (including depreciation lives) or (ii) as otherwise provided any material change in this Agreement its Tax methods or principles or the Transaction Documents, application thereof (iiiincluding depreciation lives) as required except to the extent that such changes are mandated by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoinglaws.

Conduct of Business Pending Closing. From the Effective Date to the Closing Date, except as provided herein or in the Joint Operating Agreements, or as required by any obligation, agreement, Lease, Contract or instrument referred to on any Exhibit or Schedule to this Agreement, necessary to maintain a Lease or as otherwise consented to in writing by Buyer, Seller will (a) Except not act in any manner with respect to any Purchased Interest other than in the normal, usual, and customary manner consistent with prior practice; (ib) not assign, convey, grant, bargain sell, alienate, hypothecate, encumber, dispose, transfer, pledge, replace, or relinquish any Purchased Interest; (c) not incur any expenditures or liabilities, contingent or otherwise, with respect to any Purchased Interest, including as set forth to capital costs proposed to be incurred on any of same; (d) comply in Schedule 6.1(a), all material respects with all Laws that are applicable to the Purchased Interests; (iie) as otherwise expressly provided comply in this Agreement all material respects with all Contracts; (f) pay all expenses attributable to the Purchased Interests or any Transaction Documentof them, and pay all Taxes and assessments with respect to any of the Purchased Interests that become due and payable prior the Closing Date; (iiig) maintain all insurance with respect to the Purchased Interests currently in force with the same coverages and limits as are in effect at the Effective Date; (h) use commercially reasonable efforts to obtain all required by applicable Law, (iv) as consents necessary to consummate the transactions contemplated by the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, to: hereunder contemplated; (i) maintain its respective existence, and discharge debts, liabilities and obligations as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule); (ii) enforce obligations set forth on Property Leases that the Tenant thereunder maintain the facilities and assets of the Acquired Company in the same state of repair, order and condition as on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAPlimited liability status, and use commercially all reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms assure that as of the Property Leases Closing Date Seller will not be under any legal or contractual restriction that would prohibit or delay the timely consummation or performance of this Agreement or the transactions contemplated hereunder; (j) not create any Encumbrance on any of the Purchased Interests; and (k) not waive, compromise, or settle and Claim or claim that would affect the ownership, operation, or value of any Purchased Asset or the Net Revenue Interest of any Property. Seller will provide prompt notice to Buyer in all material respects. (b) Except the event that Seller receives notice or becomes aware that (i) as set forth in Schedule 6.1(b)a Hydrocarbon producing Well ceases to produce Hydrocarbons for a continuous period of ten (10) days, (ii) as otherwise provided in this Agreement a Claim has been filed against the Properties or the Transaction Documentsany of them, including by any Governmental Authority, (iii) as required by applicable Lawany capital expenditure is proposed to be made on any of the Properties, (iv) as necessary any representation or warranty of Seller contained in this Agreement is discovered to consummate the transactions contemplated be or becomes untrue in any respect, or if Seller fails to perform or comply with any covenant or agreement contained in this Agreement in any respect, or it is reasonably anticipated by the Transaction DocumentsSeller that it will be unable to perform or comply with any covenant or agreement contained in this Agreement in any respect, or (v) as required by sound business practiceany Schedule delivered to Buyer in connection with this Agreement becomes inaccurate, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change inincomplete, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) untruthful in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit to do any of the foregoingrespect.

Conduct of Business Pending Closing. (a) Except (i) as set forth in Schedule 6.1(a)Seller covenants and agrees that, (ii) from and after the date of this Agreement and until the Closing, except as otherwise expressly provided in this Agreement specifically consented to or any Transaction Document, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated approved by the Transaction Documents or (v) as required by sound business practice, between the date hereof and each Closing with respect to the Acquired Companies and the Acquired Properties not yet sold to Buyer between the date hereof and the HUD Portfolio Closing Date solely with respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to Casablanca Holdings, the Casablanca Subsidiaries, the Casablanca Units and the Casablanca Properties, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company to, operate, in all material respects, its respective business only in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its respective business organization and goodwill in all material respects, including, without limitation, the goodwill and relationships of each Acquired Company with Tenants, vendors, Facility Operators and other Persons having a business relationship with any Acquired Company and, without limiting the foregoing, towriting: (i) maintain Seller shall afford to Buyer and its respective existenceauthorized representatives full access during normal business hours to all properties, books, records, customers, contracts and documents of, or pertaining to the Business and a full opportunity to make such investigations as they shall desire to make of the Business or with respect to the Purchased Assets and the Assumed Liabilities, and discharge debts, liabilities Seller shall furnish or cause to be furnished to Buyer and obligations its authorized representatives all such information with respect to the affairs and businesses of the Business and with respect to the Purchased Assets and the Assumed Liabilities as they become due, and operate in the ordinary course in a manner consistent with past practice and, except as would not have a Material Adverse Effect on the Acquired Companies, in compliance in all respects with all applicable Laws, authorizations, and Contracts (including, without limitation, those identified in the Sellers’ Disclosure Schedule);Buyer may reasonably request. (ii) enforce obligations set forth Seller shall maintain its owned and leased properties relating to the Business in good operating condition and repair, shall make all necessary renewals, additions and replacements thereto, and shall carry on Property Leases the Business diligently and substantially in the same manner as heretofore and not make or institute any unusual or novel methods of purchase, sale, lease, marketing, contracting, management, accounting or operation. Without in any way limiting the foregoing, Seller shall not take any action (or omit to take any action) that would cause any representation or warranty of Seller contained in this Agreement to be untrue or incomplete in any material respect at any time prior to or as of the Tenant thereunder Closing. (iii) Seller shall not enter into or amend any contract or commitment relating to the Business. (iv) Seller shall not sell or otherwise dispose of any capital asset of the Business. (v) Seller shall maintain its existing insurance coverage. (vi) Seller shall use its best efforts to preserve its present relationships with suppliers and customers and others having business relations with Seller. (vii) Seller shall not do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any contract, commitment or obligation of Seller relating to the facilities and Business. (viii) Seller shall duly comply with all Laws. (ix) Seller shall promptly advise Buyer in writing of any adverse change in the business, condition, operations, prospects or assets of the Acquired Company Business. (x) From time to time prior to the Closing, and in any event immediately prior to the same state Closing, Seller shall advise the Buyer in writing of repairany matter hereafter arising or becoming known to it that, order if existing, occurring, or known at the date of this Agreement, would have been required to be set forth or described in one or more of the Schedules to this Agreement or that is necessary to correct any information in any such Schedules that is or has become inaccurate. No such disclosure shall affect Seller's liability for breaches of representations and condition as warranties made on the date hereof, reasonable wear and tear excepted; (iii) maintain, in all material respects, its respective books and records in accordance with past practice, and with respect to accounting records, GAAP, and use commercially reasonable efforts to maintain in full force and effect all authorizations and all insurance policies and binders; (iv) maintain in full force and effect all Permits, except for such Permits the failure of which to maintain in full force and effect would not have a Material Adverse Effect on the Acquired Companies; (v) file, when due or required (after giving effect to any applicable and valid extension), federal, state, foreign and other Tax Returns and other reports required to be filed and pay when due all Taxes, assessments, fees and other charges lawfully levied or assessed against them, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted; and (vi) consistent with past practice, enforce the terms of the Property Leases in all material respects. (b) Except (i) as set forth in Schedule 6.1(b), (ii) as otherwise provided in this Agreement or the Transaction Documents, (iii) as required by applicable Law, (iv) as necessary to consummate the transactions contemplated by the Transaction Documents, or (v) as required by sound business practice, between the date hereof and the Core Portfolio Closing, solely with respect to the Acquired Companies and the Acquired Properties, between the date hereof and the HUD Portfolio Closing Date with solely respect to the HUD Companies and the HUD Properties, and between the date hereof and the Casablanca Option Closing Date solely with respect to the Casablanca Holdings, the Casablanca Subsidiaries and the Casablanca Properties; provided, however, that the provisions of Sections 6.1(b)(iv)(B), (v), (vi), (vii) and (viii) shall not apply with respect to Casablanca Holdings, any Casablanca Subsidiary or any Casablanca Property, without the prior written consent of the Buyer (not to be unreasonably withheld, delayed or conditioned), Sellers shall cause each Acquired Company not to: (i) make any change in, or purchase, redeem or retire, or otherwise grant any option, warrant or other right to purchase or acquire, any Acquired Company’s authorized, issued or outstanding equity interests or other securities, or declare or pay any dividend or other distribution (other than cash dividends or distributions) upon any equity interest or other securities of any Acquired Company; (ii) amend (as applicable) in any material respect the declaration of trusts, articles or certificate of incorporation, articles or certificate of formation or organization, limited liability company operating agreement, partnership agreement or other organizational document of any Acquired Company; (iii) fail to pay or discharge when due any material liability or obligation of the Acquired Companies, except any such liability or obligation that shall be contested in good faith or except as would not adversely affect the ability of any Seller or Acquired Company to consummate the transactions contemplated hereby; (iv) (A) make or enter into any Contract which obligates any Acquired Company from and after the Closing unless otherwise permitted by this Section 6.1, to terminate any Contract set forth in Section 4.10 of Sellers’ Disclosure Schedule or (B) enter into, assume, amend, modify or waive any provision of any material Contract, in excess of $100,000 or outside the ordinary course of business; (v) other than the sale, assignment, transfer or conveyance of personal property by a Tenant pursuant to the terms of a Property Lease, make any sale, assignment, transfer, abandonment or other conveyance of any Acquired Property; (vi) subject any of the Acquired Properties to any Encumbrance, other than a Permitted Encumbrance; (vii) enter into any real property lease, sublease or occupancy agreement or assign or sublet any existing real property lease, sublease or occupancy agreement, except with respect to an Acquired Property that is not currently subject to a Property Lease, any such Property Lease being subject to the consent of the Buyer; (viii) make any material alteration to any Acquired Property, except in accordance with the terms of the applicable Property Lease; (ix) incur or otherwise become liable for any Indebtedness (whether as primary obligor, guarantor or otherwise), or agree to any amendment or modification of any Indebtedness; (x) make any voluntary prepayments on the Indebtedness of the Acquired Companies that will constitute Assumed Indebtedness; or (xi) agree or commit Seller and Buyer shall each use its best efforts to do any cause the satisfaction of the foregoingconditions precedent contained in this Agreement which are its responsibility.