Conduct. Notwithstanding anything in this Agreement to the contrary, Supplier acknowledges that the Properties are operated as cemeteries, funeral homes and/or related uses and that Supplier and its employees, affiliates, invitees, licensees, agents, consultants, contractors and subcontractors (collectively, the “Supplier Parties”) shall conduct themselves with an appropriate level of decorum when entering, working on, and leaving the Properties. Supplier and the Supplier Parties shall perform all Services in a manner that does not unreasonably disrupt, interfere with or disturb the conduct of Customer’s business or the use or enjoyment of the Properties by Customer, or its invitees, licensees or permittees.

Conduct. Each Party shall use Commercially Reasonable Efforts to perform and fulfill its respective activities under this Agreement, and shall do so in accordance with Applicable Law, including GCP, GLP and GMP.

Conduct Pending Closing. Except in connection with the transactions contemplated herein or any of the transactions contemplated in any other Transaction Document, between the date hereof and the Closing Date, DM Holdings II shall not, directly or indirectly, sell, assign, transfer, distribute, contribute or otherwise dispose of, or permit a modification of, the Incentive Distribution Rights, or cause or permit any Lien to exist on the Incentive Distribution Rights. Except in connection with the transactions contemplated herein or any of the transactions contemplated in any other Transaction Document, between the date hereof and the Closing Date, the General Partner shall not amend, or consent to the amendment of, the Existing CAPL Partnership Agreement.

SECTION # Conduct of Business Pending the Closing.

From and after the expiration of the Due Diligence Period through the Closing Date, Seller shall not, except as set forth as [Schedule 6.4] attached hereto: # modify, cancel, extend or otherwise change in any manner the terms and provisions of the Ground Lease or the Leases (but the foregoing shall not prevent Seller, as landlord, from accepting any notice of extension, cancellation or other action received from a tenant pursuant to a right set forth in its Lease); # enter into any contracts for services or otherwise that may be binding upon the Property following Closing or upon Buyer; # grant any easements on the Property; or # enter into any new leases of space in the Property; in each instance without the express prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer agrees to deliver to Seller such consent or refusal of consent, in writing (and in the event Buyer refuses consent, Buyer shall include with such written refusal, with reasonable specificity, Buyer’s reasons for refusing consent), within three (3) business days after receipt of a written request from Seller seeking any such consent. In the event Buyer fails to deliver to Seller such consent or refusal of consent (including Buyer’s reasons therefor), in writing, within three (3) business days after receipt of a written request from Seller, Buyer shall be deemed to have consented, in all respects, to any and all matters set forth in the written request from Seller.

Conduct. Each Party shall use Commercially Reasonable Efforts to # perform and fulfill its respective activities under the Combined Therapy Clinical Trial and this Agreement on a timely basis and in an effective manner consistent with prevailing standards, # supply the quantities of its Study Drug in accordance with [Article 4] as needed to conduct the Combined Therapy Clinical Trial on a timely basis, and, in the case of the Recipient, package and deliver same to study sites on a timely basis, and # in the case of the Recipient, conduct and complete the Combined Therapy Clinical Trial on a timely basis in accordance with the Protocol and Third Party agreements relating thereto, and provide sufficient resources, funding and personnel to conduct and perform the Combined Therapy Clinical Trial on a timely basis in accordance with the Protocol for same and the terms of this Agreement. Each Party shall perform its duties for the Combined Therapy Clinical Trial in accordance with Applicable Law, including GCP, GLP and GMP as applicable.

Seller’s Covenants Pending Closing. Seller hereby covenants and agrees that, from and after the date hereof and to and including the Closing Date (or the date this Agreement is terminated), it will perform and comply with each of the following covenants and agreements:

From and after the Effective Date through the Due Diligence Period, Seller shall not, except as set forth as [Schedule 6.5] attached hereto: # modify, cancel, extend or otherwise change in any manner the terms and provisions of the Leases (but the foregoing shall not prevent Seller, as landlord, from accepting any notice of extension, cancellation or other action received from a tenant pursuant to a right set forth in its Lease); # enter into or modify any Assumed Contracts or any contracts for services or otherwise that may be binding upon any Constituent Property following Closing or upon Buyer; # grant any easements on any Constituent Property; or # enter into any new leases of space in any Constituent Property; in each instance without the express prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. From and after the expiration of the Due Diligence Period through the Closing Date, Seller shall not, except as set forth as [Schedule 6.5] attached hereto: # modify, cancel, extend or otherwise change in any manner the terms and provisions of the Leases (but the foregoing shall not prevent Seller, as landlord, from accepting any notice of extension, cancellation or other action received from a tenant pursuant to a right set forth in its Lease); # enter into or modify any Assumed Contracts (hereinafter defined) or any contracts for services or otherwise that may be binding upon any Constituent Property following Closing or upon Buyer; # grant any easements on any Constituent Property; or # enter into any new leases of space in any Constituent Property; in each instance without the express prior written consent of Buyer, which consent shall be in Buyer’s sole discretion. Buyer agrees to deliver to Seller such consent or refusal of consent, in writing (and in the event Buyer refuses consent where Buyer’s reasonableness is required, Buyer shall include with such written refusal, with reasonable specificity, Buyer’s reasons for refusing consent), within five (5) days after receipt of a written request from Seller seeking any such consent. In the event Buyer fails to deliver to Seller such consent or refusal of consent (including Buyer’s reasons therefor), in writing, within five (5) days after receipt of a written request from Seller, Buyer shall be deemed to have consented, in all respects, to any and all matters set forth in the written request from Seller. Seller shall not terminate any of the Leases or Assumed Contracts without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, and which shall be deemed granted if Buyer does not respond in writing to Seller’s request for consent within five (5) days after Buyer’s receipt of written notice form Seller setting forth such request.

From and after the Original Effective Date through the Closing Date, Sellers shall not, except as set forth as [Schedule 6.4] attached hereto: # modify, cancel, extend or otherwise change in any manner the terms and provisions of the Leases (but the foregoing shall not prevent a Seller, as landlord, from accepting any notice of extension, cancellation or other action received from a Tenant pursuant to a right set forth in its Lease); # enter into any contracts for services or otherwise that may be binding upon any of the Properties following Closing or upon Buyer; # grant any easements on any of the Properties; or # enter into any new leases of space in any of the Properties; in each instance without the express prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer agrees to deliver to the Applicable Seller such consent or refusal of consent, in writing (and in the event Buyer refuses consent, Buyer shall include with such written refusal, with reasonable specificity, Buyer’s reasons for refusing consent), within three (3) business days after receipt of a written request from the Applicable Seller seeking any such consent. In the event Buyer fails to deliver to the Applicable Seller such consent or

Conduct Pending Closing. From the date hereof until the Closing, the Company shall, and Seller shall cause the Company to, conduct and carry on its businesses in the Ordinary Course, and use commercially reasonable efforts to preserve intact the assets and properties of the Company, reasonable wear and tear excepted, as well as the Company Employees, and maintain and preserve their relationships with customers, suppliers and others having business relationships with the Company. Except as contemplated by this Agreement, as set forth in Section 6.03 of the Disclosure Schedule or as otherwise consented to in writing by Buyer, the Company shall, and Seller shall cause the Company to: