Conduct of the Company Pending the Closing. From the Execution Date until the earlier of the Closing or valid termination of this Agreement pursuant to [Article XI], except # as set forth on [Section 6.1] of the Company Disclosure Schedule, # as required by applicable Law or any existing Contract or Benefit Plan, # as otherwise specifically contemplated by this Agreement, # as is solely between or among the Company and any of its Subsidiaries or # with the prior written consent of Purchaser or Merger Sub (which consent shall not be unreasonably withheld, delayed or conditioned), # the Company shall and shall cause the Company’s Subsidiaries to # conduct the business of the Company and the Company’s Subsidiaries in the Ordinary Course of Business and # use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and its Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company and its Subsidiaries, and # the Company shall not, and shall cause the Company’s Subsidiaries not to:

Section # Conduct of Business of the Company. Except as expressly permitted by this Agreement or in order to effect the transactions contemplated hereby, from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each other Group Company to, except as set forth on [Schedule 6.1] or as consented to in advance in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that Buyer may withhold or condition its consent in its sole discretion in connection with the acquisition of any Acquired Entity or any other acquisition that would require Buyer’s consent pursuant to clause (iv) below), # conduct its business in the ordinary and regular course consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact their current business organizations and their material relationships with customers, suppliers and others having business dealings with them and # not do any of the following: