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

Conduct Prior to the Closing Date. Each of the Companies shall: (a) subject to the provisions of the TBA if the Commencement Date (as defined in the TBA) has occurred, use commercially reasonable efforts to maintain its present business organization, keep available the services of its present employees and independent contractors, preserve its relationships with its customers and others having business relationships with it, and refrain from materially and adversely changing any of its business policies (including but not limited to advertising (including substantially the same amount of cash expenditure), marketing, pricing, purchasing, personnel, sales, and budget policies); (b) maintain its books of account and records in the usual and ordinary manner and in accordance with GAAP except as otherwise provided in Section 3.1.6; (c) notify Buyer if the regular broadcast transmission of the Station from its main transmitting facilities at full authorized effective radiated power is interrupted for a period of more than five consecutive hours or for an aggregate of ten or more hours in any continuous three-day period; (d) conduct its business in all material respects in compliance with the terms of the Station Licenses and all applicable laws, rules, and regulations, including, without limitation, the applicable rules and regulations of the FCC through the Closing Date and, subject to the provisions of the TBA if the Commencement Date has occurred, operate in the usual and ordinary course of business in accordance with past practices; (e) use, repair, and, if necessary, replace any of the Station's studio and transmission assets in a reasonable manner consistent with historical practice and maintain its assets in substantially their current condition, ordinary wear and tear excepted; (f) maintain insurance in conformity with Section 3.1.10 through the Closing Date; (g) not knowingly incur any debts, obligations, or liabilities (absolute, accrued, contingent, or otherwise) that include obligations (monetary or otherwise) to be performed by Buyer after the Closing that exceed $50,000 individually or $150,000 in the aggregate; (h) not lease, mortgage, pledge, or subject to a lien, claim, or encumbrance (other than Permitted Liens) any of its assets or sell or transfer any of its assets without replacing such assets with an asset of substantially the same value and utility; (i) without the prior consent of Buyer, which consent shall not be unreasonably withheld or delayed, (x) not modify or extend any Contracts, other than Contracts for the sale of advertising for cash, or (y) enter into any new Contract, other than Contracts for the sale of advertising time for cash, or other than non-advertising Contracts obligating the Companies to provide payments or benefits of less than $50,000 each over the life of the Contract and $150,000 in the aggregate; (j) except for stay bonuses which are taken into account in the Working Capital Amount or the Liability Adjustment Amount, not make or grant any general wage or salary increase or generally materially modify the employees' terms and conditions of employment, other than in the ordinary course of business, consistent with past practices, and with respect to any Station Management and on-air personnel, the Companies shall not make or grant any wage or salary increase or modify any terms and conditions of employment without the prior consent of Buyer; (k) not make (x) any change in the accounting principles, methods, or practices followed by it or depreciation or amortization policies or rates or (y) any change in any Tax election or settle or compromise any Tax liability; (l) not make any loans or make any dividends or distributions; (m) other than in the ordinary course of business, not cancel or compromise any debt or claim, or waive or release any right, of material value; (n) not disclose to any person (other than Buyer and its representatives) any confidential or proprietary information; (o) use its commercially reasonable efforts to maintain the present format of the Station and with programming consistent with past practices; (p) subject to the provisions of the TBA if the Commencement Date has occurred, other than in the ordinary course of business, not increase the number of regularly scheduled commercial units run during the day-parts on the Station (other than changes in the number of commercial units run during any day-part as a result of operating difficulties that require commercial units to be broadcast at times other than as scheduled); (q) not make capital expenditures, or enter into any commitment which commits the Companies to expend, in the aggregate, in excess of $500,000; (r) not (x) issue, grant or dispose of, or make any agreement, arrangement or commitment obligating it to issue, grant or dispose of, any of its capital stock or other securities, (y) authorize or effect any reorganization, recapitalization, or split-up of its capital stock or (z) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock; (s) not amend or otherwise change its articles of incorporation or code of regulations or the charters or bylaws of the WINCOM Subsidiaries; and (t) agree to do any of the foregoing.

Conduct Prior to the Closing Date. Each Except as expressly contemplated by the Business Combination Agreement (as it exists on the date of this Subscription Agreement without giving effect to any amendment, modification or waiver thereto) (excluding any exceptions set forth in the Disclosure Schedules thereto or distributions permitted under Section 9.01(b)(iv) thereto) or any Ancillary Agreement (as it exists on the date of this Subscription Agreement without giving effect to any amendment, modification or waiver thereto) and except as required by applicable Law, during the period from the date of this Subscription Agreement and continuing until the Closing (including, for the avoidance of doubt, on the Closing Date), without the consent of the Companies shallAnchor Investor, the Company and its subsidiaries: (ai) subject to the provisions of the TBA if the Commencement Date shall have (as defined i) carried on their respective businesses in the TBAordinary course of business and in a manner consistent with past practice and (ii) has occurred, use commercially used reasonable best efforts to maintain its present preserve substantially intact their business organization, to keep available the services of its present the current officers, key employees and independent contractorsconsultants of the Company and to preserve the current relationships of the Company with customers, preserve its relationships suppliers and other Persons with its customers which the Company has significant business relations; (ii) (a) shall not have declared, set aside, made or paid any dividend or other distribution (other than Tax distributions pursuant to the Amended and others having business relationships Restated Operating Agreement of the Company, dated as of July 13, 2017, as amended, permitted under the Loan Agreement and the ABL Facility (the “Tax Distributions”)), payable in cash, equity interests, property or otherwise, with it, and refrain from materially and adversely changing respect to any of its business policies membership interests (including but not limited to advertising (including substantially the same amount of cash expenditureor comparable equity interest), marketing, pricing, purchasing, personnel, sales, ; and budget policies); (b) maintain its books of account and records in the usual and ordinary manner and in accordance with GAAP except as shall not sell, lease, exclusively license, transfer, exchange or swap, mortgage or otherwise provided in Section 3.1.6; pledge or encumber (c) notify Buyer if the regular broadcast transmission of the Station from its main transmitting facilities at full authorized effective radiated power is interrupted for a period of more than five consecutive hours or for an aggregate of ten or more hours in any continuous three-day period; (d) conduct its business in all material respects in compliance with the terms of the Station Licenses and all applicable laws, rules, and regulations, including, without limitation, the applicable rules and regulations of the FCC through the Closing Date and, subject to the provisions of the TBA if the Commencement Date has occurred, operate in the usual and ordinary course of business in accordance with past practices; (e) use, repair, and, if necessary, replace any of the Station's studio and transmission assets in a reasonable manner consistent with historical practice and maintain its assets in substantially their current condition, ordinary wear and tear excepted; (f) maintain insurance in conformity with Section 3.1.10 through the Closing Date; (g) not knowingly incur any debts, obligationsincluding securitizations), or liabilities (absolute, accrued, contingent, or otherwise) that include obligations (monetary or otherwise) to be performed by Buyer after the Closing that exceed $50,000 individually or $150,000 in the aggregate; (h) not lease, mortgage, pledge, or subject to a lien, claim, or encumbrance (other than Permitted Liens) otherwise dispose of any material portion of its properties, assets or sell or transfer any of its assets without replacing such assets with an asset of substantially the same value and utility; (i) without the prior consent of Buyer, which consent shall not be unreasonably withheld or delayed, (x) not modify or extend any Contracts, other than Contracts for the sale of advertising for cash, or (y) enter into any new Contract, other than Contracts for the sale of advertising time for cash, or other than non-advertising Contracts obligating the Companies to provide payments or benefits of less than $50,000 each over the life of the Contract and $150,000 in the aggregate; (j) except for stay bonuses which are taken into account in the Working Capital Amount or the Liability Adjustment Amount, not make or grant any general wage or salary increase or generally materially modify the employees' terms and conditions of employmentrights, other than in the ordinary course of business, business consistent with past practices, and with respect to any Station Management and on-air personnel, the Companies shall not make or grant any wage or salary increase or modify any terms and conditions of employment without the prior consent of Buyerpractice; (kiii) (a) shall not make have entered into any agreement with an affiliate or a Material Contract (x) any change as such term is defined in the accounting principlesBusiness Combination Agreement on the date of this Subscription Agreement without giving effect to any amendments or waivers thereto unless such amendment or waiver is more advantageous to the Subscriber), methods, or practices followed by it or depreciation or amortization policies or rates or (y) any change in any Tax election or settle or compromise any Tax liability; (l) not make any loans or make any dividends or distributions; (m) other than Contracts with suppliers and customers entered into in the ordinary course of business; (b) shall not have waived, not cancel released or compromise assigned any debt material rights or claim, claims under any contract with an affiliate or waive or release any right, a Material Contract (as such term is defined in the Business Combination Agreement on the date of material value; (n) not disclose this Subscription Agreement without giving effect to any person (other than Buyer and its representatives) any confidential amendments or proprietary information; (o) use its commercially reasonable efforts to maintain the present format of the Station and with programming consistent with past practices; (p) subject waivers thereto unless such amendment or waiver is more advantageous to the provisions Subscriber and, for the avoidance of doubt, including any Material Contracts entered into or effected after the TBA if the Commencement Date has occurreddate of this Subscription Agreement); (c) shall not have modified, other than amended or terminated in a manner that is adverse to such entity any affiliate contract or Material Contract (as such term is defined in the ordinary course of business, not increase the number of regularly scheduled commercial units run during the day-parts Business Combination Agreement on the Station date of this Subscription Agreement without giving effect to any amendments or waivers thereto unless such amendment or waiver is more advantageous to the Subscriber and, for the avoidance of doubt, including any Material Contracts entered into or effected after the date of this Subscription Agreement); and (other than changes in the number of commercial units run during d) shall not have made any day-part as a result of operating difficulties that require commercial units capital expenditures (or commitment to be broadcast at times other than as scheduled); (q) not make any capital expenditures, or enter into any commitment which commits the Companies to expend, ) that exceed $1,500,000 in the aggregate, other than any (A) capital expenditure (or series of related capital expenditures) consistent in excess all material respects with the Company’s annual capital expenditure budget for periods following the date hereof, which has been made available to the Subscriber on the date of $500,000this Subscription Agreement; (r) not (x) issue, grant or dispose of, or make any agreement, arrangement or commitment obligating it to issue, grant or dispose of, any of its capital stock or other securities, (y) authorize or effect any reorganization, recapitalization, or split-up of its capital stock or (z) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock; (s) not amend or otherwise change its articles of incorporation or code of regulations or the charters or bylaws of the WINCOM Subsidiaries; and (t) agree to do any of the foregoing.

Conduct Prior to the Closing Date. Each 5.1 Conduct of Business by the Company, Noble, Parent, and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the Companies shalltermination of this Agreement pursuant to its terms or the Closing, and except to the extent that the other party otherwise consents in writing or as contemplated by this Agreement or as part of the Pre-Closing Reorganization, each of the Company and its Subsidiaries, Noble and its Subsidiaries, Parent, and Merger Sub: (a) shall carry on its business in the usual, regular, and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not be reasonably expected to have a Material Adverse Effect, pay its debts and taxes when due subject to the provisions of the TBA if the Commencement Date (as defined in the TBA) has occurredgood faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts best efforts, consistent with past practices and policies, to maintain (i) preserve substantially intact its present business organization, (ii) keep available the services of its present employees key officers and independent contractorsemployees, (iii) preserve its relationships with its customers customers, suppliers, distributors, licensors, licensees, and others having with which it has significant business relationships with itdealings, and refrain from materially (iv) preserve and adversely changing any of its business policies (including but not limited to advertising (including substantially the same amount of cash expenditure), marketing, pricing, purchasing, personnel, sales, and budget policies);maintain all Permits. (b) maintain its books of account and records in the usual and ordinary manner and in accordance with GAAP shall not (except where noncompliance would not be reasonably expected to have a Material Adverse Effect or as otherwise provided in Section 3.1.6;expressly contemplated by Schedule 5.1(b) hereto): (c1) notify Buyer if the regular broadcast transmission of the Station from its main transmitting facilities at full authorized effective radiated power is interrupted for a period of more than five consecutive hours Transfer or for an aggregate of ten license to any person or more hours in any continuous three-day period; (d) conduct its business in all material respects in compliance with the terms of the Station Licenses and all applicable lawsotherwise extend, rules, and regulations, including, without limitation, the applicable rules and regulations of the FCC through the Closing Date and, subject to the provisions of the TBA if the Commencement Date has occurred, operate in the usual and ordinary course of business in accordance with past practices; (e) use, repair, and, if necessary, replace any of the Station's studio and transmission assets in a reasonable manner consistent with historical practice and maintain its assets in substantially their current condition, ordinary wear and tear excepted; (f) maintain insurance in conformity with Section 3.1.10 through the Closing Date; (g) not knowingly incur any debts, obligationsamend, or liabilities (absolute, accrued, contingent, modify any material rights to any Intellectual Property or otherwise) that include obligations (monetary or otherwise) to be performed by Buyer after the Closing that exceed $50,000 individually or $150,000 in the aggregate; (h) not lease, mortgage, pledge, or subject to a lien, claim, or encumbrance (other than Permitted Liens) any of its assets or sell or transfer any of its assets without replacing such assets with an asset of substantially the same value and utility; (i) without the prior consent of Buyer, which consent shall not be unreasonably withheld or delayed, (x) not modify or extend any Contracts, other than Contracts for the sale of advertising for cash, or (y) enter into grants to transfer or license to any new Contract, other than Contracts for the sale of advertising time for cash, or other than non-advertising Contracts obligating the Companies to provide payments or benefits of less than $50,000 each over the life of the Contract and $150,000 in the aggregate; (j) except for stay bonuses which are taken into account in the Working Capital Amount or the Liability Adjustment Amount, not make or grant any general wage or salary increase or generally materially modify the employees' terms and conditions of employmentperson future Patent rights, other than in the ordinary course of business, consistent with past practices, and with respect to any Station Management and on-air personnel, the Companies shall not make or grant any wage or salary increase or modify any terms and conditions of employment without the prior consent of Buyer; (k) not make (x) any change in the accounting principles, methods, or practices followed by it or depreciation or amortization policies or rates or (y) any change in any Tax election or settle or compromise any Tax liability; (l) not make any loans or make any dividends or distributions; (m) other than in the ordinary course of business, not cancel or compromise any debt or claim, or waive or release any right, of material value; (n) not disclose to any person (other than Buyer and its representatives) any confidential or proprietary information; (o) use its commercially reasonable efforts to maintain the present format of the Station and with programming business consistent with past practices; (p2) subject Declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock, equity securities, or property) in respect of any capital stock (or membership interest) or split, combine, or reclassify any capital stock (or membership interest) or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; other than distributions of cash to the provisions stockholders or equity holders of the TBA if Company, Noble and their respective Subsidiaries; provided that such distributions will not cause less than an aggregate of $2,500,000 of cash as of the Commencement Closing Date has occurred, other than in the ordinary course of business, not increase the number of regularly scheduled commercial units run during the day-parts to remain on the Station (other than changes in balance sheet of the number of commercial units run during any day-part as Company, Noble and their respective Subsidiaries on a result of operating difficulties that require commercial units consolidated basis unless Parent provides prior written consent to be broadcast at times other than as scheduled)such distribution; (q3) not make capital expenditures, or enter into any commitment which commits Except in connection with the Companies to expend, in the aggregate, in excess of $500,000; (r) not (x) issue, grant or dispose of, or make any agreement, arrangement or commitment obligating it to issue, grant or dispose of, any of its capital stock or other securities, (y) authorize or effect any reorganization, recapitalization, or split-up of its capital stock or (z) redeemRedomestication Merger, purchase, redeem, or otherwise acquire, directly or indirectly, any ownership interests of its capital stockthe Company, Noble, or Parent; (s4) not amend Issue, deliver, sell, authorize, pledge, or otherwise change encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities, or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants, or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or convertible or exchangeable securities; (5) Amend its articles Charter Documents; (6) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of incorporation the assets of, or code by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of regulations Parent, Noble, or the charters Company, as applicable, or bylaws enter into any joint ventures, strategic partnerships or alliances or other arrangements that provide for exclusivity of territory or otherwise restrict such party’s ability to compete or to offer or sell any products or services. For purposes of this paragraph, “material” includes the requirement that, as a result of such transaction, financial statements of the WINCOM Subsidiaries; andacquired, merged or consolidated entity be included in the Proxy Statement; (t7) agree Sell, lease, license, encumber, or otherwise dispose of any properties or assets, except (A) sales of inventory in the ordinary course of business consistent with past practice, and (B) the sale, lease, or disposition (other than through licensing) of property or assets that are not material, individually or in the aggregate, to do the business of such party; (8) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, Noble, or the Company, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition, or enter into any arrangement having the economic effect of any of the foregoing; (9) Adopt or amend any employee benefit plan, policy, or arrangement, any employee stock purchase or employee stock option plan, or accelerate, amend, or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director, or other equity plans or authorize cash payments in exchange for any options granted under any of such plans, or permit any Person to exercise any of its discretionary rights under any plan to provide for the automatic acceleration of any outstanding options, the termination of any outstanding repurchase rights, or the termination of any cancellation rights issued pursuant to such plans, or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will”), pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants, except in the ordinary course of business consistent with past practices or to conform to the requirements of any applicable law, or grant any severance or termination pay to any officer or any employee, except pursuant to applicable law, written agreements outstanding, or policies existing on the date hereof and as previously or concurrently disclosed in writing or made available to the other party, or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement, or arrangement existing on the date hereof; (10) Pay, discharge, settle, or satisfy any claims, liabilities, or obligations (absolute, accrued, asserted, or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement) other than the payment, discharge, settlement, or satisfaction, in the ordinary course of business consistent with past practices or in accordance with their terms, or liabilities recognized or disclosed in the Company Financial Statements, the Noble Financial Statements, or in the most recent financial statements included in the Parent SEC Reports filed prior to the date of this Agreement, as applicable, or incurred since the date of such financial statements, or waive the benefits of, agree to modify in any manner, terminate, release any person from, or knowingly fail to enforce any confidentiality or similar agreement to which the Company is a party or of which the Company is a beneficiary or to which Noble is a party or of which Noble is a beneficiary, or to which Parent is a party or of which Parent is a beneficiary, as applicable; (11) Settle any litigation where the consideration given is other than monetary or to which an Insider is a party; (12) Except in the ordinary course of business consistent with past practices, modify, amend, or terminate any Company Contract, Noble Contract, or Parent Contract, as applicable, or waive, delay the exercise of, release, or assign any material rights or claims thereunder; (13) Except as required by U.S. GAAP, revalue any of its assets or make any change in accounting methods, principles or practices, or make any material change to its cash management practices and its policies, practices, and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectable accounts, accrual of accounts receivable, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue, or acceptance of customer deposits; (14) Except in the ordinary course of business consistent with past practices, incur or enter into any agreement, contract, or commitment requiring such party to pay in excess of $250,000 in any 12 month period; (15) Make or rescind any Tax elections that, individually or in the aggregate, could be reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of such party, settle or compromise any material income tax liability or, except as required by applicable law, materially change any method of accounting for Tax purposes or prepare or file any Return in a manner inconsistent with past practice; (16) Form or establish any subsidiary except in the ordinary course of business consistent with prior practice or as contemplated by this Agreement; (17) Make capital expenditures except in accordance with prudent business and operational practices consistent with prior practice; (18) Make or omit to take any action which would be reasonably expected to have a Material Adverse Effect; (19) Enter into any transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members, or other Affiliates other than (i) the payment of salary and benefits and tax distributions in the ordinary course of business consistent with prior practice, and (ii) distributions of cash to the stockholders of the Company, Noble and their respective Subsidiaries (provided that such distributions will not cause less than an aggregate of $2,500,000 of cash as of the Closing Date to remain on the balance sheet of the Company, Noble and their respective Subsidiaries on a consolidated basis unless Parent provides prior written consent to such distribution); or (20) Agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 5.1(b)(1) through (19) above.

Conduct Prior to the Closing Date. Each 5.1 Conduct of Business By ELEMENT 21. During the period from the date of this Agreement and continuing until the earlier of the Companies termination of this Agreement pursuant to its terms or the Closing Date, ELEMENT 21 shall: (a) , except to the extent that HOLDINGS shall otherwise consent in writing, carry on its business, in all material respects, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and Taxes when due subject to the provisions of the TBA if the Commencement Date (as defined in the TBA) has occurredgood faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to maintain (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and independent contractors, (iii) preserve its relationships with its customers customers, suppliers, distributors, licensors, licensees, and others having with which it has business relationships with itdealings. In addition, except as permitted by the terms of this Agreement, and refrain from materially and adversely changing any of its business policies (including but not limited to advertising (including substantially the same amount of cash expenditure), marketing, pricing, purchasing, personnel, sales, and budget policies); (b) maintain its books of account and records in the usual and ordinary manner and in accordance with GAAP except as otherwise provided in Section 3.1.6; (c) notify Buyer if the regular broadcast transmission 5.1 of the Station from its main transmitting facilities at full authorized effective radiated power is interrupted for a period of more than five consecutive hours or for an aggregate of ten or more hours in any continuous three-day period; (d) conduct its business in all material respects in compliance with the terms of the Station Licenses and all applicable lawsELEMENT 21 Disclosure Schedule, rules, and regulations, including, without limitation, the applicable rules and regulations of the FCC through the Closing Date and, subject to the provisions of the TBA if the Commencement Date has occurred, operate in the usual and ordinary course of business in accordance with past practices; (e) use, repair, and, if necessary, replace any of the Station's studio and transmission assets in a reasonable manner consistent with historical practice and maintain its assets in substantially their current condition, ordinary wear and tear excepted; (f) maintain insurance in conformity with Section 3.1.10 through the Closing Date; (g) not knowingly incur any debts, obligations, or liabilities (absolute, accrued, contingent, or otherwise) that include obligations (monetary or otherwise) to be performed by Buyer after the Closing that exceed $50,000 individually or $150,000 in the aggregate; (h) not lease, mortgage, pledge, or subject to a lien, claim, or encumbrance (other than Permitted Liens) any of its assets or sell or transfer any of its assets without replacing such assets with an asset of substantially the same value and utility; (i) without the prior written consent of BuyerHOLDINGS, which consent shall will not be unreasonably withheld or delayed, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, ELEMENT 21 shall not do any of the following: (xa) not modify Grant any severance or extend termination pay to any Contractsofficer or employee of ELEMENT 21 except pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing or made available to HOLDINGS, or adopt any new severance plan; (b) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of ELEMENT 21 other than (i) in connection with the financing of ordinary course trade payables consistent with past practice or (ii) in the ordinary course of business; (c) Make any individual or series of related payments outside of the ordinary course of business in excess of $50,000, other than Contracts for banking, accounting, legal and printing fees associated with the sale of advertising for cash, or (y) enter into any new Contract, other than Contracts for the sale of advertising time for cash, or other than non-advertising Contracts obligating the Companies to provide payments or benefits of less than $50,000 each over the life of the Contract and $150,000 in the aggregateAcquisition; (jd) except for stay bonuses which are taken into account in the Working Capital Amount or the Liability Adjustment Amount, not make or grant any general wage or salary increase or generally materially modify the employees' terms and conditions of employment, other than Except in the ordinary course of business, consistent with past practicesmodify, and with respect amend or terminate any material contract or agreement to which ELEMENT 21 is a party or waive, release or assign any Station Management and on-air personnel, the Companies shall not make material rights or grant any wage or salary increase or modify any terms and conditions of employment without the prior consent of Buyerclaims there under; (ke) not Materially revalue any of its assets or, except as required by GAAP, make (x) any change in the accounting principles, methods, principles or practices followed by it or depreciation or amortization policies or rates or (y) any change in any Tax election or settle or compromise any Tax liability; (l) not make any loans or make any dividends or distributions; (m) other than in the ordinary course of business, not cancel or compromise any debt or claim, or waive or release any right, of material value; (n) not disclose to any person (other than Buyer and its representatives) any confidential or proprietary information; (o) use its commercially reasonable efforts to maintain the present format of the Station and with programming consistent with past practices; (pf) subject Engage in any action with the intent to the provisions of the TBA if the Commencement Date has occurred, other than in the ordinary course of business, not increase the number of regularly scheduled commercial units run during the day-parts on the Station (other than changes in the number of commercial units run during any day-part as a result of operating difficulties that require commercial units to be broadcast at times other than as scheduled); (q) not make capital expenditures, or enter into any commitment which commits the Companies to expend, in the aggregate, in excess of $500,000; (r) not (x) issue, grant or dispose of, or make any agreement, arrangement or commitment obligating it to issue, grant or dispose of, any of its capital stock or other securities, (y) authorize or effect any reorganization, recapitalization, or split-up of its capital stock or (z) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock; (s) not amend or otherwise change its articles of incorporation or code of regulations or the charters or bylaws of the WINCOM Subsidiaries; and (t) agree to do indirectly adversely impact any of the foregoingtransactions contemplated by this Agreement; or (g) Agree in writing or otherwise to take any of the actions described in subsections (a) through (f) above.

Conduct Prior to the Closing Date. Each of Seller, from and after the Companies --------------------------------- date hereof through the Closing Date, shall: (a) subject to the provisions of the TBA if the Commencement Date (as defined in the TBA) has occurred, use its commercially reasonable efforts to maintain its present business organization, keep available the services of its present employees and independent contractors, preserve its relationships with its customers and others having business relationships with it, it and refrain from materially and adversely changing any of its business policies (including but not limited to advertising (including substantially the same amount of cash expenditure), marketing, pricing, purchasing, personnel, sales, and budget policies); (b) maintain its books of account and records in the usual and ordinary manner and in accordance with GAAP except as otherwise provided in Section 3.1.6herein; (c) notify Buyer if the regular broadcast transmission of the Station Stations from its main transmitting facilities at full authorized effective radiated power is interrupted for a period of more than five consecutive hours or for an aggregate of ten 10 or more hours in any continuous three-day period; (d) operate in the usual and ordinary course of business in accordance with past practices and conduct its business in all material respects in compliance with the terms of the Station Stations Licenses and all applicable laws, rules, and regulations, including, without limitation, the applicable rules and regulations of the FCC through the Closing Date and, subject to the provisions of the TBA if the Commencement Date has occurred, operate in the usual and ordinary course of business in accordance with past practicesFCC; (e) use, repair, and, if necessary, replace any of the Station's Stations' studio and transmission assets in a reasonable manner consistent with historical practice and maintain its assets in substantially their current condition, ordinary wear and tear excepted; (f) maintain insurance in conformity with Section 3.1.10 through the Closing Date;6.1.7; ------------- (g) not knowingly incur any debts, obligations, obligations or liabilities (absolute, accrued, contingent, or otherwise) that include obligations (monetary or otherwise) to be performed by Buyer after the Closing that exceed exceeds $50,000 20,000 individually or $150,000 50,000 in the aggregate; (h) not lease, mortgage, pledge, or subject to a lien, claim, or encumbrance (other than Permitted Liens) Lien any of its assets the Stations Assets or sell or transfer any of its assets the Stations Assets without replacing such assets Stations Assets with an asset of substantially the same value and utility; (i) not: (i) modify or extend any Contracts (other than automatic renewals that are effective without providing any notice) or (ii) except as contemplated on Schedule 1.1.3, enter into any new Contract, which requires -------------- payments after the Closing in excess of $20,000 individually or $50,000 in the aggregate, without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed, (x) not modify or extend any Contracts, other than Contracts for the sale of advertising for cash, or (y) enter into any new Contract, other than Contracts for the sale of advertising time for cash, or other than non-advertising Contracts obligating the Companies to provide payments or benefits of less than $50,000 each over the life of the Contract and $150,000 in the aggregate; (j) except for stay bonuses which are taken into account in the Working Capital Amount or the Liability Adjustment Amount, not make or grant any general wage or salary increase or generally materially modify the employees' terms and conditions of employment, other than in the ordinary course of business, consistent with past practices, and and, with respect to any Station Management the General Manager of the Stations and on-air broadcast personnel, the Companies Seller shall not make or grant any wage or salary increase or modify any terms and conditions of employment without the prior written consent of BuyerBuyer other than wage or salary increases made in the ordinary course of business, consistent with past practices; (k) not make (xi) any change in the accounting principles, methods, or practices followed by it Seller or depreciation or amortization policies or rates rates, or (yii) any change in any Tax election or settle or compromise any Tax liabilityaudit or controversy relating to the Stations Assets; (l) not make any loans or make any dividends or distributionsdistributions other than with any Excluded Assets; (m) other than in the ordinary course of business, not cancel or compromise any debt or claim, or waive or release any right, of material valuevalue that will be assumed by or assigned to Buyer at the Closing; (n) not disclose to any person (other than Buyer and its representatives) any confidential or proprietary information, except as may otherwise be required by law; (o) use its commercially reasonable efforts to maintain the present format of the Station Stations and with programming consistent with past practices; (p) subject to the provisions of the TBA if the Commencement Date has occurred, other than in the ordinary course of business, not increase the number of regularly scheduled commercial units run during the day-parts on the Station Stations (other than changes in the number of commercial units run during any day-part as a result of operating difficulties that require commercial units to be broadcast at times other than as scheduled); (q) not make capital expenditures, or enter into any commitment which commits the Companies to expend, in the aggregate, in excess of $500,000; (r) not (x) issue, grant or dispose of, or make any agreement, arrangement or commitment obligating it to issue, grant or dispose of, any of its capital stock or other securities, (y) authorize or effect any reorganization, recapitalization, or split-up of its capital stock or (z) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock; (s) not amend or otherwise change its articles of incorporation or code of regulations or the charters or bylaws of the WINCOM Subsidiaries; and (tq) agree to do any of the foregoing.

Conduct Prior to the Closing Date. Each 5.1 Conduct of Business By NYMA. During the period from the date of this Agreement and continuing until the earlier of the Companies termination of this Agreement pursuant to its terms or the Closing Date, NYMA shall: (a) , except to the extent that MOJAVE SOUTHERN shall otherwise consent in writing, carry on its business, in all material respects, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and Taxes when due subject to the provisions of the TBA if the Commencement Date (as defined in the TBA) has occurredgood faith disputes over such debts or Taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to maintain (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and independent contractors, (iii) preserve its relationships with its customers customers, suppliers, distributors, licensors, licensees, and others having with which it has business relationships with itdealings. In addition, except as permitted by the terms of this Agreement, and refrain from materially and adversely changing any of its business policies (including but not limited to advertising (including substantially the same amount of cash expenditure), marketing, pricing, purchasing, personnel, sales, and budget policies); (b) maintain its books of account and records in the usual and ordinary manner and in accordance with GAAP except as otherwise provided in Section 3.1.6; (c) notify Buyer if the regular broadcast transmission 5.1 of the Station from its main transmitting facilities at full authorized effective radiated power is interrupted for a period of more than five consecutive hours or for an aggregate of ten or more hours in any continuous three-day period; (d) conduct its business in all material respects in compliance with the terms of the Station Licenses and all applicable lawsNYMA Disclosure Schedule, rules, and regulations, including, without limitation, the applicable rules and regulations of the FCC through the Closing Date and, subject to the provisions of the TBA if the Commencement Date has occurred, operate in the usual and ordinary course of business in accordance with past practices; (e) use, repair, and, if necessary, replace any of the Station's studio and transmission assets in a reasonable manner consistent with historical practice and maintain its assets in substantially their current condition, ordinary wear and tear excepted; (f) maintain insurance in conformity with Section 3.1.10 through the Closing Date; (g) not knowingly incur any debts, obligations, or liabilities (absolute, accrued, contingent, or otherwise) that include obligations (monetary or otherwise) to be performed by Buyer after the Closing that exceed $50,000 individually or $150,000 in the aggregate; (h) not lease, mortgage, pledge, or subject to a lien, claim, or encumbrance (other than Permitted Liens) any of its assets or sell or transfer any of its assets without replacing such assets with an asset of substantially the same value and utility; (i) without the prior written consent of BuyerMOJAVE SOUTHERN, which consent shall will not be unreasonably withheld or delayed, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, NYMA shall not do any of the following: (xa) not modify Grant any severance or extend termination pay to any Contractsofficer or employee of NYMA except pursuant to written agreements outstanding, or policies existing, on the date hereof and as previously disclosed in writing or made available to MOJAVE SOUTHERN, or adopt any new severance plan; (b) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of NYMA other than (i) in connection with the financing of ordinary course trade payables consistent with past practice or (ii) in the ordinary course of business; (c) Make any individual or series of related payments outside of the ordinary course of business in excess of $50,000, other than Contracts for banking, accounting, legal and printing fees associated with the sale of advertising for cash, or (y) enter into any new Contract, other than Contracts for the sale of advertising time for cash, or other than non-advertising Contracts obligating the Companies to provide payments or benefits of less than $50,000 each over the life of the Contract and $150,000 in the aggregateMerger; (jd) except for stay bonuses which are taken into account in the Working Capital Amount or the Liability Adjustment Amount, not make or grant any general wage or salary increase or generally materially modify the employees' terms and conditions of employment, other than Except in the ordinary course of business, consistent with past practicesmodify, and with respect amend or terminate any material contract or agreement to which NYMA is a party or waive, release or assign any Station Management and on-air personnel, the Companies shall not make material rights or grant any wage or salary increase or modify any terms and conditions of employment without the prior consent of Buyerclaims there under; (ke) not Materially revalue any of its assets or, except as required by GAAP, make (x) any change in the accounting principles, methods, principles or practices followed by it or depreciation or amortization policies or rates or (y) any change in any Tax election or settle or compromise any Tax liability; (l) not make any loans or make any dividends or distributions; (m) other than in the ordinary course of business, not cancel or compromise any debt or claim, or waive or release any right, of material value; (n) not disclose to any person (other than Buyer and its representatives) any confidential or proprietary information; (o) use its commercially reasonable efforts to maintain the present format of the Station and with programming consistent with past practices; (pf) subject Engage in any action with the intent to the provisions of the TBA if the Commencement Date has occurred, other than in the ordinary course of business, not increase the number of regularly scheduled commercial units run during the day-parts on the Station (other than changes in the number of commercial units run during any day-part as a result of operating difficulties that require commercial units to be broadcast at times other than as scheduled); (q) not make capital expenditures, or enter into any commitment which commits the Companies to expend, in the aggregate, in excess of $500,000; (r) not (x) issue, grant or dispose of, or make any agreement, arrangement or commitment obligating it to issue, grant or dispose of, any of its capital stock or other securities, (y) authorize or effect any reorganization, recapitalization, or split-up of its capital stock or (z) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock; (s) not amend or otherwise change its articles of incorporation or code of regulations or the charters or bylaws of the WINCOM Subsidiaries; and (t) agree to do indirectly adversely impact any of the foregoingtransactions contemplated by this Agreement; or (g) Agree in writing or otherwise to take any of the actions described in subsections (a) through (f) above.

Conduct Prior to the Closing Date. Each of the Companies shall: (a) subject to the provisions of the TBA if the Commencement Date (Except as defined otherwise contemplated in the TBA) has occurredSPAR Disclosure Letter, from and after the date of this Agreement through the Closing Date, each SPAR Party shall, and shall cause each other SPAR Party to, and each PIA Party shall, and shall cause each other PIA Company to, use their respective reasonable best efforts to: (i) conduct their respective businesses in the ordinary course and consistent in all material respects with past practice; (ii) maintain and service their respective properties and assets in order to preserve their value and usefulness in the conduct of their respective business consistent with past practice and commercially reasonable efforts to maintain its present business organization, standards; (iii) keep available the services of its present their current employees and independent contractorsagents and maintain their relations and goodwill with suppliers, preserve its relationships customers, distributors and any others with its customers whom or with which they have business relations; (iv) comply in all material respects with all laws, ordinances, rules, regulations and others having business relationships with it, orders; and refrain from materially and adversely changing any (v) cause all of its business policies (including but not limited the conditions to advertising (including substantially the same amount consummation of cash expenditure), marketing, pricing, purchasing, personnel, sales, and budget policies);the transactions contemplated by this Agreement to be satisfied on or prior to the Closing Date. (b) maintain its books Without limiting the generality of account subsection (a) of this Section, no PIA Party and records no SPAR Party shall, without the prior written consent of SAI in the usual and ordinary manner and case of any proposed action by a PIA Party, or PIA Delaware in the case of any proposed action by a SPAR Party: (A) enter into any agreement or other legally binding arrangement with respect to the acquisition or proposed acquisition of any other corporation, business or entity, whether by means of an asset purchase, stock purchase, merger or otherwise; (B) except as expressly contemplated by this Agreement or upon the exercise of stock options outstanding on the date hereof, issue or agree to issue, any shares of, or rights of any kind to acquire any shares of its capital stock; (C) increase the compensation payable or to become payable to any officer or director except in accordance with GAAP employment agreements or benefit plans in effect on the date hereof and except as for increases consistent with past practice; (D) adopt or enter into any bonus, profit sharing, pension, retirement, deferred compensation, employment or other payment or employee compensation plan, agreement or arrangement except for individual employment agreements and arrangements in the ordinary course of business consistent with past practice; (E) make any loan or advance to, or enter into any non-employment contract, lease or commitment with, any officer or director; (F) assume, guarantee, endorse or otherwise provided in Section 3.1.6; become responsible for any material obligations of any other individual, firm or corporation or make any material loans or advances to any individual, firm or corporation (cother than pursuant to existing agreements disclosed to the other hereunder); (G) notify Buyer if the regular broadcast transmission of the Station from its main transmitting facilities at full authorized effective radiated power is interrupted for a period of more than five consecutive hours modify or for an aggregate of ten or more hours amend in any continuous three-day period; material respect or take any action to voluntarily terminate any material contract (d) conduct its business in all material respects in compliance with the terms of the Station Licenses and all applicable laws, rules, and regulations, including, without limitation, in the applicable rules and regulations case of the FCC through the Closing Date andSPAR Parties, subject any amendment to any agreement related to the provisions MCI Acquisition) or any amendment to the Field Service Agreement; (H) waive, release, grant or transfer any rights of the TBA if the Commencement Date has occurred, operate material value except (i) in the usual and ordinary course of business or (ii) for transfers of capital stock by the SPAR Principals to each spouse, child, sibling, lineal descendant or ancestor whether by blood, marriage or adoption, or anyone related by blood, marriage or adoption to such individual, each trust, foundation, partnership, limited liability company or other entity organized for gift or estate planning or other similar purposes, in accordance with past practices; (e) use, repair, and, if necessary, replace any each case created principally for the benefit of one or more of the Station's studio foregoing persons, and transmission assets each custodian or guardian of any property of one or more of the foregoing persons in a reasonable manner consistent with historical practice and maintain its assets in substantially their current condition, ordinary wear and tear excepted; his capacity as such custodian or guardian (f) maintain insurance in conformity with Section 3.1.10 through the Closing Date; (g) not knowingly incur any debts, obligations"Family Members"), or liabilities (absoluteiii) as contemplated under the Reorganization Agreement or this Agreement; (I) transfer, accruedlease, contingentlicense, or otherwise) that include obligations (monetary or otherwise) to be performed by Buyer after the Closing that exceed $50,000 individually or $150,000 in the aggregate; (h) not leasesell, mortgage, pledge, dispose of or subject to a lien, claim, or encumbrance (other than Permitted Liens) encumber any of its material assets or sell or transfer any of its assets without replacing such assets with an asset of substantially the same value and utility; (i) without the prior consent of Buyer, which consent shall not be unreasonably withheld or delayed, (x) not modify or extend any Contracts, other than Contracts for the sale of advertising for cash, or (y) enter into any new Contract, other than Contracts for the sale of advertising time for cash, or other than non-advertising Contracts obligating the Companies to provide payments or benefits of less than $50,000 each over the life of the Contract and $150,000 in the aggregate; (j) except for stay bonuses which are taken into account in the Working Capital Amount or the Liability Adjustment Amount, not make or grant any general wage or salary increase or generally materially modify the employees' terms and conditions of employment, other than in the ordinary course of business, business and consistent with past practicespractice; (J) take any action, and with respect to any Station Management and on-air personnel, the Companies shall not make or grant any wage or salary increase or modify any terms and conditions of employment without the prior consent of Buyer; (k) not make (x) any change in the accounting principles, methods, or practices followed by it or depreciation or amortization policies or rates or (y) any change in any Tax election or settle or compromise any Tax liability; (l) not make any loans or make any dividends or distributions; (m) other than reasonable and usual actions in the ordinary course of businessbusiness and consistent with past practice, not cancel with respect to accounting policies or procedures, except for changes required by GAAP; (K) settle or compromise any debt material federal, state, local or claim, foreign income tax proceeding or waive audit with respect to such Party; or release any right, of material value; (nL) not disclose to any person (other than Buyer and its representatives) any confidential or proprietary information; (o) use its commercially reasonable efforts to maintain the present format of the Station and with programming consistent with past practices; (p) subject to the provisions of the TBA if the Commencement Date has occurred, other than in the ordinary course of business, not increase the number of regularly scheduled commercial units run during the day-parts on the Station (other than changes in the number of commercial units run during any day-part as a result of operating difficulties that require commercial units to be broadcast at times other than as scheduled); (q) not make capital expenditures, or enter into any commitment which commits the Companies to expend, in the aggregate, in excess of $500,000; (r) not (x) issue, grant or dispose of, or make any agreement, arrangement or commitment obligating it to issue, grant or dispose of, any of its capital stock or other securities, (y) authorize or effect any reorganization, recapitalization, or split-up of its capital stock or (z) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock; (s) not amend or otherwise change its articles of incorporation or code of regulations or the charters or bylaws of the WINCOM Subsidiaries; and (t) agree an agreement to do any of the foregoing.

Conduct Prior to the Closing Date. Each of the Companies shall: (a) subject to the provisions of the TBA if the Commencement Date (Except as defined otherwise contemplated in the TBA) has occurredSPAR Disclosure Letter, from and after the date of this Agreement through the Closing Date, each SPAR Party shall, and shall cause each other SPAR Party to, and each PIA Party shall, and shall cause each other PIA Company to, use their respective reasonable best efforts to: (i) conduct their respective businesses in the ordinary course and consistent in all material respects with past practice; (ii) maintain and service their respective properties and assets in order to preserve their value and usefulness in the conduct of their respective business consistent with past practice and commercially reasonable efforts to maintain its present business organization, standards; (iii) keep available the services of its present their current employees and independent contractorsagents and maintain their relations and goodwill with suppliers, preserve its relationships customers, distributors and any others with its customers whom or with which they have business relations; (iv) comply in all material respects with all laws, ordinances, rules, regulations and others having business relationships with it, orders; and refrain from materially and adversely changing any (v) cause all of its business policies (including but not limited the conditions to advertising (including substantially the same amount consummation of cash expenditure), marketing, pricing, purchasing, personnel, sales, and budget policies);the transactions contemplated by this Agreement to be satisfied on or prior to the Closing Date. (b) maintain its books Without limiting the generality of account subsection (a) of this Section, no PIA Party and records no SPAR Party shall, without the prior written consent of SAI in the usual and ordinary manner and case of any proposed action by a PIA Party, or PIA Delaware in the case of any proposed action by a SPAR Party: (A) enter into any agreement or other legally binding arrangement with respect to the acquisition or proposed acquisition of any other corporation, business or entity, whether by means of an asset purchase, stock purchase, merger or otherwise; (B) except as expressly contemplated by this Agreement or upon the exercise of stock options outstanding on the date hereof, issue or agree to issue, any shares of, or rights of any kind to acquire any shares of its capital stock; (C) increase the compensation payable or to become payable to any officer or director except in accordance with GAAP employment agreements or benefit plans in effect on the date hereof and except as for increases consistent with past practice; (D) adopt or enter into any bonus, profit sharing, pension, retirement, deferred compensation, employment or other payment or employee compensation plan, agreement or arrangement except for individual employment agreements and arrangements in the ordinary course of business consistent with past practice; (E) make any loan or advance to, or enter into any non-employment contract, lease or commitment with, any officer or director; (F) assume, guarantee, endorse or otherwise provided in Section 3.1.6; become responsible for any material obligations of any other individual, firm or corporation or make any material loans or advances to any individual, firm or corporation (cother than pursuant to existing agreements disclosed to the other hereunder); (G) notify Buyer if the regular broadcast transmission of the Station from its main transmitting facilities at full authorized effective radiated power is interrupted for a period of more than five consecutive hours modify or for an aggregate of ten or more hours amend in any continuous three-day period; material respect or take any action to voluntarily terminate any material contract (d) conduct its business in all material respects in compliance with the terms of the Station Licenses and all applicable laws, rules, and regulations, including, without limitation, in the applicable rules and regulations case of the FCC through the Closing Date andSPAR Parties, subject any amendment to any agreement related to the provisions MCI Acquisition) or any amendment to the Field Service Agreement; (H) waive, release, grant or (ii) for transfers of capital stock by the SPAR Principals to each spouse, child, sibling, lineal descendant or ancestor whether by blood, marriage or adoption, or anyone related by blood, marriage or adoption to such individual, each trust, foundation, partnership, limited liability company or other entity organized for gift or estate planning or other similar purposes, in each case created principally for the benefit of one or more of the TBA if foregoing persons, and each custodian or guardian of any property of one or more of the Commencement Date has occurredforegoing persons in his capacity as such custodian or guardian (the "Family Members"), operate or (iii) transfer any rights of material value except (i) in the usual and ordinary course of business in accordance with past practices; or as contemplated under the Reorganization Agreement or this Agreement; (eI) usetransfer, repairlease, andlicense, if necessary, replace any of the Station's studio and transmission assets in a reasonable manner consistent with historical practice and maintain its assets in substantially their current condition, ordinary wear and tear excepted; (f) maintain insurance in conformity with Section 3.1.10 through the Closing Date; (g) not knowingly incur any debts, obligations, or liabilities (absolute, accrued, contingent, or otherwise) that include obligations (monetary or otherwise) to be performed by Buyer after the Closing that exceed $50,000 individually or $150,000 in the aggregate; (h) not leasesell, mortgage, pledge, dispose of or subject to a lien, claim, or encumbrance (other than Permitted Liens) encumber any of its material assets or sell or transfer any of its assets without replacing such assets with an asset of substantially the same value and utility; (i) without the prior consent of Buyer, which consent shall not be unreasonably withheld or delayed, (x) not modify or extend any Contracts, other than Contracts for the sale of advertising for cash, or (y) enter into any new Contract, other than Contracts for the sale of advertising time for cash, or other than non-advertising Contracts obligating the Companies to provide payments or benefits of less than $50,000 each over the life of the Contract and $150,000 in the aggregate; (j) except for stay bonuses which are taken into account in the Working Capital Amount or the Liability Adjustment Amount, not make or grant any general wage or salary increase or generally materially modify the employees' terms and conditions of employment, other than in the ordinary course of business, business and consistent with past practicespractice; (J) take any action, and with respect to any Station Management and on-air personnel, the Companies shall not make or grant any wage or salary increase or modify any terms and conditions of employment without the prior consent of Buyer; (k) not make (x) any change in the accounting principles, methods, or practices followed by it or depreciation or amortization policies or rates or (y) any change in any Tax election or settle or compromise any Tax liability; (l) not make any loans or make any dividends or distributions; (m) other than reasonable and usual actions in the ordinary course of businessbusiness and consistent with past practice, not cancel with respect to accounting policies or procedures, except for changes required by GAAP; (K) settle or compromise any debt material federal, state, local or claim, foreign income tax proceeding or waive audit with respect to such Party; or release any right, of material value; (nL) not disclose to any person (other than Buyer and its representatives) any confidential or proprietary information; (o) use its commercially reasonable efforts to maintain the present format of the Station and with programming consistent with past practices; (p) subject to the provisions of the TBA if the Commencement Date has occurred, other than in the ordinary course of business, not increase the number of regularly scheduled commercial units run during the day-parts on the Station (other than changes in the number of commercial units run during any day-part as a result of operating difficulties that require commercial units to be broadcast at times other than as scheduled); (q) not make capital expenditures, or enter into any commitment which commits the Companies to expend, in the aggregate, in excess of $500,000; (r) not (x) issue, grant or dispose of, or make any agreement, arrangement or commitment obligating it to issue, grant or dispose of, any of its capital stock or other securities, (y) authorize or effect any reorganization, recapitalization, or split-up of its capital stock or (z) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock; (s) not amend or otherwise change its articles of incorporation or code of regulations or the charters or bylaws of the WINCOM Subsidiaries; and (t) agree an agreement to do any of the foregoing.