Conduct of Permal’s Business. Except # for the steps provided for in the Permal Restructuring Steps (and related actions incidental thereto), # as expressly contemplated in this Agreement or in an Ancillary Document executed prior to the Closing, # as set forth in Section 6.1(b) of the Permal Disclosure Schedule or # as expressly consented to in writing by the EnTrust Contributor, to the extent permitted by the HSR Act or similar antitrust Laws, the Permal Contributor shall (and shall cause each Permal Entity to): # conduct its business in the Ordinary Course of Business, # use commercially reasonable efforts to # preserve its present business and operations intact, # maintain in full force and effect all of its presently existing insurance coverage described in [Section 5.26(a)] of the Permal Disclosure Schedule, or insurance equivalent to such existing coverage, # maintain in full force and effect all Permits described on Section 5.12(b) of the Permal Disclosure Schedule, # keep available the present services of its officers and employees and # preserve its rights, franchises, goodwill and relations with clients, investors, customers, landlords, suppliers and others with whom such Person does business and # not take any Restricted Action.

Dispute Resolution. The Parties shall negotiate in good faith and use reasonable efforts to resolve or settle any dispute, controversy or claim arising from or related to this Agreement or the breach thereof. In the event that such dispute, controversy or claim is not resolved on an informal basis within twenty (20) days, any Party may, by written notice to the other, have such dispute referred to senior executives having decision-making authority on behalf of such Party, who shall attempt in good faith to resolve such dispute for a thirty (30) day period following receipt of such written notice. If the Parties do not fully settle by the foregoing process, and a Party then wishes to pursue the matter, each such dispute, controversy or claim that is not an Excluded Claim (as defined below) shall be finally resolved by binding arbitration administered by ​ in accordance with its arbitration rules and the procedures set forth in Exhibit H, attached hereto. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. As used in this Section 12.1, the term “Excluded Claim” means a dispute, controversy or claim that concerns # the validity or infringement of a patent, trademark or copyright; or # any antitrust, anti-monopoly or competition law or regulation, whether or not statutory.

Each Group Member agrees that any filing with the Securities and Exchange Commission (including without limitation any filing required by [Section 13(d)], [Section 14] or Section 16 of the Exchange Act), press release, white paper, stockholder communication or other public communication proposed to be made or issued by the Group or any of the Group Members in connection with the Group’s activities shall be made or issued with the mutual agreement of [[Group Member:Person]] and [[Group Member:Person]]. Each Group Member agrees that any [Schedule 13D] (including any amendment thereto) under the Exchange Act with respect to the Company (“[Schedule 13D]”) shall be filed jointly by the Group Members. Each of the Group Members agrees that it shall be responsible for the completeness and accuracy of the information concerning it contained in any filing pursuant to [Section 13(d)], [Section 14] or Section 16 of the Exchange Act or any filing pursuant to the Hart-Scott-Rodino Act Antitrust Improvements Act of 1976, but shall not be responsible for the completeness and accuracy of the information concerning the other contained in such filings, except to the extent that it knows or has reason to believe that such information is inaccurate. In addition, each Group Member agrees to notify the other as promptly as practicable following any other event that may require an amendment to the [Schedule 13D].

If required pursuant to the HSR Act, as promptly as practicable, BRPA and the Company shall use reasonable best efforts to # each prepare and file the notification required of it thereunder in connection with the Merger as soon as reasonably practicable but no later than twenty (20) Business Days following January 14, 2021, # promptly and in good faith respond to all information requested of it by the Federal Trade Commission and Department of Justice in connection with such notification and otherwise cooperate in good faith with each other and such Governmental Entities, # each request early termination of any waiting period under the HSR Act, and # submit, as soon as practicable, any other required applications or filings pursuant to any Antitrust Laws and furnish to the other Party as promptly as reasonably practicable all information required for any application or other filing required to be made pursuant to any Antitrust Law. BRPA and the Company shall substantially comply with any information or document requests by the Federal Trade Commission or the Department of Justice in connection with the Merger. BRPA and the Company shall # promptly inform the other of any substantive communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding the Merger and permit counsel to the other Party an opportunity to review in advance, and each Party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such Party to any Governmental Entity concerning the Merger, # give the other prompt notice of the commencement of any judicial or administrative action, suit, litigation, arbitration, proceeding by or before any Governmental Entity with respect to such transactions, and # keep the other reasonably informed as to the status of any such action. Each Party agrees to provide, to the extent permitted by the applicable Governmental Entity, the other Party and its counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such Party and/or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Entity, on the other hand, concerning or in connection with the Merger; provided, neither Party shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Entity without the written consent of the other Party. Any materials exchanged in connection with this Section 5.3 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns of legal counsel of the Company, and to remove references concerning the valuation of the Company or other competitively sensitive material; provided, that the Company may, as it deems advisable and necessary, designate any materials provided to the BRPA under this Section 5.3 as “outside counsel only.” Filing fees with respect to the notifications required under the HSR Act shall be paid by the Company.

Prior to the Closing, each Party shall promptly consult with the other Parties with respect to, provide any necessary information with respect to, and provide the other Parties (or their respective counsel) with copies of, all filings made by such Party with any Governmental Entity or any other information supplied by such Party to a Governmental Entity in connection with this Agreement and the Transactions; provided, that any such Party to a filing may redact any information that is not pertinent to such filing or submission or that is not customarily exchanged between parties to such an antitrust filing or their counsel, including documents or information which reveal a Party’s negotiating objectives or strategies or purchase price objectives. Each Party shall promptly inform each of the other Parties of any communication received by such Party from any Governmental Entity regarding any of the Transactions. No Party shall communicate in any material respect regarding the Transaction with any Governmental Entity without first offering the other Party the opportunity to participate in such communication. If any Party or Affiliate thereof receives a request for information or documentary material from any such Governmental Entity with respect to any of the Transactions, then such Party shall endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other Parties, an appropriate response in compliance with such request.

Neither the execution and delivery of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Shareholder is a party or by which such Shareholder or Shareholder’s assets are bound, except for such violations, defaults or conflicts as would not prevent or materially delay such Shareholder’s performance of its obligations under this Agreement. Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and assuming all notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by the Company, Parent or Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby are obtained or made, the consummation by such Shareholder of the transactions contemplated hereby will not # violate any provision of any decree, order or judgment applicable to such Shareholder, # require any consent, approval, or notice under any legal requirements applicable to such Shareholder, other than as required under the Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay such Shareholder’s performance of its obligations under this Agreement, or # if such Shareholder is an entity, violate any provision of such Shareholder’s organizational documents, except in each such case as would not prevent or materially delay such Shareholder’s performance of its obligations under this Agreement.

The Parties commit to instruct their respective counsel to cooperate with each other and use commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the Competition Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation include counsel’s undertaking # to keep each other appropriately informed of communications from and to personnel of the reviewing Governmental Authorities and # to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Authorities and the content of any such contacts or presentations. Neither Sellers nor Purchaser will participate in any meeting or discussion with any Governmental Authority with respect of any such filings, applications, investigation or other inquiry without giving the other Parties prior notice of the meeting or discussion and, to the extent permitted by the relevant Governmental Authorities, the opportunity to attend and participate in such meeting or discussion (which, at the request of either Purchaser or Sellers, will be limited to outside antitrust counsel only). Purchaser and Sellers will have the right to review (subject to appropriate redactions for confidentiality and attorney-client privilege concerns) the content of any presentations, white papers or other written materials to be submitted to any Governmental Authority in advance of any such submission. Notwithstanding the foregoing, any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 6.1(c) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient Party, and the recipient Party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other representatives of the recipient Party, unless express written permission is obtained in advance from the source of the materials.

Confidentiality. Notwithstanding anything to the contrary contained in this Agreement, and subject only to any disclosure requirements which may be imposed upon Buyer under applicable state or federal securities or antitrust laws, it is expressly understood and agreed by Buyer and the Company that: # the conversations, negotiations and transactions relating to this Agreement and/or contemplated hereby; and # all financial information, business records and other non-public information concerning Buyer or the Company which any of the parties or their respective representatives has received or may hereafter receive, shall be maintained in the strictest confidence by the parties and their respective representatives, and shall not be disclosed to any person that is not associated or affiliated with any of the parties and involved in the transactions contemplated hereby, without the prior written approval of Buyer or the Company, as applicable. The parties hereto shall use their best efforts to avoid disclosure of any of the foregoing or undue disruption of any of the business operations or personnel of Buyer or the Company. Except for information generally available to the public, in the event that the transactions contemplated hereby shall not be consummated for any reason, each of the parties covenants and agrees that neither it nor its representatives shall retain any documents, lists or other writings which they may have received or obtained in connection herewith or any documents incorporating any of the information contained in any of the same (all of which, and all copies thereof in the possession or control of themselves or their representatives, shall be returned to the original source of the material at issue or destroyed, if certified as to such destruction by an officer of such party). The parties hereto shall be responsible for any damages sustained by reason of their respective breaches of this Section 5.1, and this Section 5.1 may be enforced by injunctive relief.

“Company Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to # the business, results of operations, condition (financial or otherwise) or assets of the Company and its Subsidiaries, taken as a whole, or # the ability of the Company to consummate the Transaction on a timely basis or perform its material obligations under this Agreement; provided, however, that “Company Material Adverse Effect” shall not include any event, occurrence, fact, condition or change arising out of or attributable to: # general economic or political conditions; # conditions generally affecting the industries in which the Company and its Subsidiaries operate; # any changes in financial or securities markets in general; # acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; # any action required or permitted by this Agreement, except pursuant to [Section 4.3] and [Section 7.2]; # any changes in applicable Laws or accounting rules, including GAAP; # the public announcement, pendency or completion of the Transaction or # the enactment, promulgation, application or threatened or actual judicial or administrative investigation or Legal Proceeding under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the consummation of the Transaction which adversely affects the Company’s ability to execute, deliver, or perform its obligations under this Agreement or to consummate the Transaction; provided, further, however, that any event, occurrence, fact, condition or change referred to in [clauses (i) through (iv)] immediately above shall be taken into account in determining whether a Company Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company and its Subsidiaries compared to other participants in the industries in which the Company and its Subsidiaries conduct the business of the Company and its Subsidiaries.