Common use of Ordinary Conduct Clause in Contracts

Ordinary Conduct. (a) Except as otherwise contemplated or permitted by the Transaction Agreements, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall cause the Customer Care Business to be conducted in all material respects in the ordinary course of business consistent with past practices, and in particular, Seller shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice (which, for the avoidance of doubt, shall not include broad-based equity or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F).

Ordinary Conduct. (a) Except as set forth on Schedule 4.2 or otherwise contemplated or permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall (i) cause the Customer Care Business business of the Subsidiaries and their subsidiaries to be conducted in the ordinary course in substantially the same manner as presently conducted and shall make all material respects reasonable efforts consistent with past practices to preserve their relationships with customers and others with whom the Subsidiaries deal and (ii) maintain in effect all insurance as to which the Subsidiaries and their subsidiaries are beneficiaries, including any directors and officer insurance. Except as set forth on Schedule 4.2 or otherwise permitted by the terms of this Agreement, from the date hereof until the Closing, neither of the Subsidiaries or their subsidiaries shall do any of the following without the written consent of Purchaser (which consent will not be unreasonably withheld): (i) amend their certificate of incorporation or by-laws or similar documents; (ii) except for payments of all amounts necessary to satisfy Section 7.2(iv) hereof, declare or pay any dividend or make any other distribution to their stockholders whether or not upon or in respect of any shares of their capital stock except for dividends necessary to pay any required tax payments by Seller or any required payments on the indebtedness of Seller; (iii) redeem or otherwise acquire any shares of their capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iv) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets that are material, individually or in the aggregate, to the Subsidiaries or their subsidiaries; (v) sell, lease or otherwise dispose of any of their assets that are material, individually or in the aggregate, to the Subsidiaries or their subsidiaries, except in the ordinary course of business consistent with past practices, and in particular, Seller shall cause the Customer Care Business not to business; (ivi) sell or dispose of, or enter into or amend any agreement agreement, contract or other arrangement (or series of related agreements, contracts or other arrangements) by which the Subsidiaries or any of their properties or assets are bound which has an aggregate future liability or receivable to sell any person in excess of $1,000,000 or dispose ofis not terminable by the Subsidiaries, as the case may be, by notice of not more than 60 days for an aggregate cost of less than $1,000,000; (vii) purchase any private label credit card portfolio involving a purchase price in excess of $10,000,000; or (viii) agree, whether in writing or otherwise, to do any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice (which, for the avoidance of doubt, shall not include broad-based equity or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F).

Ordinary Conduct. (a) Except as otherwise contemplated or expressly permitted by the Transaction Agreementsterms of this Agreement or as Buyer shall otherwise consent to, from the date hereof to the Closing, Sellers shall cause the Purchased Business to be conducted in the ordinary course in substantially the same manner as presently conducted and shall use reasonable efforts consistent with past practices to preserve Sellers’ relationships with employees, customers, suppliers, dealers and others with whom they deal. In addition, except as otherwise contemplated by the terms of this Agreement to the extent permitted by Law, Sellers shall not do any of the following without the prior consent of Buyer: (a) establish, adopt or enter into any Employee Benefit Plan related to any Business Employee or any similar agreement or, except as required by applicable Closing DateLaw, unless Purchaser amend or take any other actions, including acceleration of vesting and waiver of performance criteria, with respect to any Employee Benefit Plan or any similar agreement; (b) increase the compensation payable or to become payable to any Business Employee, except as may be required under existing agreements, other than ordinary course adjustments in response to market conditions; (c) grant any severance or termination pay (other than pursuant to the severance practices of Sellers as in effect on the date of this Agreement) to, or enter into any employment or severance agreement with, any Business Employee, either individually or as part of a class of similarly situated persons; (d) deviate from Sellers’ historical practices with respect to the incurrence and payment of payables or accrual and collection of receivables or otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned pay or delayed), Seller shall cause the Customer Care Business to be conducted in all material respects satisfy any Liabilities other than in the ordinary course of business consistent with past practicespractice; (e) permit, and in particular, Seller shall cause the Customer Care Business not to (i) sell allow or dispose of, or enter into any agreement to sell or dispose of, suffer any of the Transferred Assets (its assets to become subjected to any Lien other than Permitted Liens; (f) waive any Claims related to the sale Purchased Assets; (g) make any change in any method of accounting or disposition of obsolete Transferred Assets), (ii) take any affirmative action accounting practice related to terminate any Transferred Contract (the Purchased Business other than terminations as a result of breach those required by GAAP; (h) sell, lease or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term otherwise dispose of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii)Purchased Assets, except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice practice, whether by asset sale, merger, consolidation or otherwise; (whichi) amend, for terminate, alter or waive performance under any Assumed Contract; (j) fail to maintain the avoidance Purchased Assets in a manner consistent with past practices, ordinary wear and tear excepted; (k) fail to maintain the books of doubt, shall not include broad-based equity or equity-based awards similar account and Records relating to the Centennial restricted stock unit grant Purchased Business in 2011)the usual, regular and ordinary manner, in accordance with the historical accounting practices of Sellers; (Dl) as expressly provided for fail to preserve and maintain all rights that Sellers now enjoy in this Agreement or and to the Employee Matters AgreementTransferred Intellectual Property; (m) fail to maintain in full force and effect, to the extent available at commercially reasonable rates, insurance coverage that is equivalent in all material respects to the insurance coverage currently in effect and applicable to the Purchased Business and the Purchased Assets; or (En) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect agree, whether in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual writing or otherwise) in addition , to those Purchaser would otherwise have had but for this clause (F)do any of the foregoing.

Ordinary Conduct. (a) Except as required by Applicable Law or as set forth on Section 5.02 of the Seller Disclosure Schedule, and except as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned, or delayed) or otherwise contemplated or permitted by the terms of this Agreement or of any Other Transaction AgreementsDocument, from the date of this Agreement to hereof until the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall, and shall cause the Customer Care Business Selling Affiliates to, cause the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility to be conducted in all material respects in the ordinary course of business in substantially the same manner as currently conducted, and shall, and shall cause the Selling Affiliates to, use reasonable best efforts consistent with past practicespractices to preserve the relationships with customers, suppliers, distributors and in particularothers with whom the Seller or Selling Affiliate, Seller shall cause for the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any operation of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets)▇▇▇▇▇ ▇▇▇▇▇ Facility, (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as has a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Lawrelationship. (b) Without limiting Except as required by Applicable Law or as set forth on Section 5.02 of the foregoingSeller Disclosure Schedule or otherwise contemplated by the terms of this Agreement, from the date hereof until the Closing, Seller shall not, and shall not permit a Selling Affiliate to, do any of this Agreement to the applicable Closing Date, unless following in connection with the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility without the prior written consent of Purchaser otherwise previously consents in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, ): (i) enter into, adopt, amend or terminate grant to any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) employee of the ▇▇▇▇▇ ▇▇▇▇▇ Facility any increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii)benefits, except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice (which, or as may be required under existing agreements or Applicable Law and except for the avoidance of doubt, shall not include broad-based equity or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) any increases for which Seller or its Subsidiaries a Selling Affiliate shall be solely liable obligated; (ii) terminate (other than for cause) any employee of the ▇▇▇▇▇ ▇▇▇▇▇ Facility other than in the ordinary course of business consistent with past practice and other than as contemplated by Article IX hereof; (iii) enter into any new employment agreements relating to the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility, provided that (A) Seller may, subject to clause (B), (1) hire to fill positions that are vacant as set forth on Section 9.01 of the Seller Disclosure Schedule and (2) hire to fill any position that becomes vacant on or after the date hereof if Seller reasonably determines that filling such position is reasonably necessary for the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility; (B) Purchaser’s written approval shall be required before entering into any employment agreement having an individual value in excess of [ * ], which approval shall not affect be unreasonably withheld; and (C) Seller shall provide prompt notice to Purchaser of any employees hired in connection with the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility on or after the date hereof; (iv) enter into any transaction relating to the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets with or for the benefit of any other Affiliate of Seller other than sales of goods or services in the ordinary course of business consistent with past practice; (v) permit, allow or suffer any Acquired Asset to become subjected to any Lien, other than a Permitted Lien, which would have been required to be set forth on Section 4.03, Section 4.04 or Section 4.05 of the Seller Disclosure Schedule if existing on the date of this Agreement; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (vi) sell, lease, otherwise dispose of, or remove from the ▇▇▇▇▇ ▇▇▇▇▇ Facility any Acquired Assets with a value in excess of [ * ], except for sales of raw materials, work-in-process, supplies, parts, spare parts and other inventories in the ordinary course of business consistent with past practice; (vii) fail to maintain the ▇▇▇▇▇ ▇▇▇▇▇ Facility, the Transferred Personal Property or the Transferred Software in all material respects in substantially the same working order and condition as of the date of this Agreement (ordinary wear and tear excepted); (viii) fail to perform or comply in all material respects with all of its obligations under the Transferred Contracts or the Transferred Permits, or enter into, assume, modify or amend in any way material respect or terminate or waive any Transferred Contract or Transferred Permit or other contract or permit that would be a Transferred Contract or Transferred Permit, as applicable, if entered into and that would restrict or otherwise impair the use and value of any Acquired Asset, or modify or terminate any material right thereunder, except for renewals, extensions or other modifications or amendments in the ordinary course of business consistent with past practice; (ix) allow to lapse, fail to maintain or preserve, or fail to make any applications for renewal as and when required, of any Transferred Permit necessary for the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the ownership and use of the Acquired Assets; (x) fail to pay when due the debts, Taxes and other obligations related to the operation of Purchaser under the ▇▇▇▇▇ ▇▇▇▇▇ Facility; (xi) fail to comply in all material respects with all Applicable Laws related to the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the ownership and use of the Acquired Assets; (xii) commence, settle or agree to settle any suit, action, proceeding or investigation relating to the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets the liability in respect of which would be an Assumed Liability or would restrict the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility in the manner currently conducted, or the Acquired Assets in any material respect after the Closing Date; or (xiii) enter into any Contract to do any of the foregoing. (c) Notwithstanding anything to the contrary in this Section 5.02 the parties hereto acknowledge and agree that nothing contained in this Agreement shall give Purchaser, directly or indirectly, the Employee Matters Agreement orright to control or direct Seller’s operations (including for purposes of Applicable Law) prior to Closing. Prior to Closing, following Seller shall exercise, consistent with the applicable Closing Dateterms and conditions hereof, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F)complete control and supervision over its operations.

Ordinary Conduct. (a) Except as will be set forth in Schedule 5(b) or otherwise contemplated or expressly permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall cause the Customer Care Business to be conducted in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their relationships with customers, suppliers, joint venture partners and others with whom the Company deals. Seller shall not, and shall not permit the Company to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in Section 3(a) not being satisfied. In addition, except as will be set forth in Schedule 5(b) or 39 34 otherwise expressly permitted by the terms of this Agreement, Seller shall not permit the Company to do any of the following without the prior written consent of Buyer: (i) amend its Certificate of Incorporation or By-laws; (ii) declare or pay any dividend or make any other distribution to its stockholders whether or not upon or in respect of any shares of its capital stock other than cash dividends or in connection with the transfer to Seller or an affiliate of Seller (other than the Company) of the Excluded Assets; (iii) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iv) adopt or amend in any material respects respect any Benefit Plan or collective bargaining agreement, except as required by law (including Tax qualification requirements); (v) grant to any executive officer or employee engaged in the conduct of the Business any increase in compensation or benefits, except in the ordinary course of business consistent with past practicespractice, and in particular, Seller shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (BSection 5(j) or as may be required under existing agreements and except for any increases for which Seller shall be solely obligated; (vi) except as related to the terms Excluded Assets and conditions of for which the Company is fully indemnified, incur or assume any Seller Benefit Planliabilities, Required Benefit Planobligations or indebtedness for borrowed money or guarantee any such liabilities, Seller Benefit Agreementobligations or indebtedness, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected other than in the ordinary course of business consistent with past practice; provided that in no event shall the Company incur, assume or guarantee any long-term indebtedness for borrowed money; (vii) permit, allow or suffer any of its assets (other than the Excluded Assets) to become subjected to any mortgage, lien, security interest, encumbrance, easement, covenant, right-of-way or other similar restriction of any nature whatsoever which would have been required to be set forth in Schedule 4(i) or 4(j) if existing on the date of this Agreement; 40 35 (viii) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value; (ix) except for the transfer to Seller or an affiliate of Seller (other than the Company) of the Excluded Assets and intercompany transactions in the ordinary course of business, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with, Seller or any of its affiliates; (x) make any change in any method of accounting or accounting practice or policy other than those required by generally accepted accounting principles; (xi) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) which are material, individually or in the aggregate, to the Company; (xii) except for any capital expenditure that is currently approved in writing or budgeted or required by an emergency, make or incur any capital expenditure which, for individually, is in excess of $50,000 or make or incur any such expenditures which, in the avoidance aggregate, are in excess of doubt$500,000; (xiii) sell, shall not include broad-based equity lease or equity-based awards similar otherwise dispose of any of its assets (other than the Excluded Assets) which are material, individually or in the aggregate, to the Centennial restricted stock unit grant Company, except in 2011)the ordinary course of business consistent with past practice; provided that in no event shall the Company sell, (D) as expressly provided for in this Agreement lease, encumber or the Employee Matters Agreement, (E) as would relate to a substantial number otherwise dispose of similarly situated employees of Seller any Facility or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect interest in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser Facility; (xiv) acquire (whether legalby purchase, contractual lease, exchange or otherwise) any additional Facilities or any interest in addition any additional Facilities; (xv) enter into any lease of real property, except any renewals of existing leases in the ordinary course of business with respect to which Buyer shall have the right to participate; (xvi) modify, amend, terminate or permit the lapse of any lease of, or reciprocal easement agreement, 41 36 operating agreement or other material agreement relating to, real property (except modifications or amendments associated with renewals of existing leases in the ordinary course of business with respect to which Buyer shall have the right to participate); (xvii) modify, amend or terminate the BP Relationship or any other joint venture agreement or arrangement or any other Contract which is material to the Business; (xviii) alter in any material respect any aspects of its petroleum products trading activities and practices, including in respect of the manner in which, and the volumes on which, such activities and practices are conducted; (xix) grant any powers of attorney of the Company to any person; (xx) (A) make or rescind any express or deemed election relating to Taxes if such action would create a material additional liability for the Company in respect of any period beginning after the Closing Date or (B) except as may be required by applicable law, change in any respect any of its methods of reporting income or deductions for income tax purposes from those Purchaser employed in the preparation of its income tax returns for the taxable year ended May 31, 1998 if such change would otherwise have had but create a material additional liability for this clause the Company in respect of any period beginning after the Closing Date; or (F)xxi) agree, whether in writing or otherwise, to do any of the foregoing.

Ordinary Conduct. Except (ax) Except as set forth on Section 6.2 of the Seller Disclosure Schedule or otherwise contemplated or permitted required by the Transaction Agreementsterms of this Agreement, (y) as required under applicable Law or (z) with the express prior written consent of Purchaser, from the date of this Agreement hereof until the Closing, Sellers shall use reasonable best efforts to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall cause the Customer Care Business to be conducted in all material respects in the ordinary course of business consistent with past practicespractice and shall use commercially reasonable efforts consistent with past practices to preserve intact the Business and the relationships with clients, landlords, employees, financing sources, and in particularothers with whom the Business has a material business relationship. Except (x) as set forth on Section 6.2 of the Seller Disclosure Schedule or otherwise required by the terms of this Agreement, Seller (y) as required under applicable Law or (z) with the prior written consent of Purchaser, Sellers shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, do any of the Transferred following in connection with the Business, the Acquired Assets or the Assumed Liabilities without the prior written consent of Purchaser: (other than the sale a) Transfer, lease, sublease, or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term otherwise dispose of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law.Acquired Assets; (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including Lien on any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii)Acquired Asset, except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice under the ICC Chase Credit Facility; (whichc) incur indebtedness under, for or draw on, the avoidance ICC Chase Credit Facility except in the ordinary course, consistent with past practices; (d) except as required by applicable Law or by the terms of doubtany Employee Plan/Agreement as in effect on the date hereof, shall not include broad-based grant to any employee of any Seller any increase in compensation or benefits, grant to any employees of any Seller any bonus or other cash incentive award or any equity or equity-based awards similar award, or establish, adopt, enter into, amend or terminate any Employee Plan/Agreement maintained or to be maintained by any Seller; (e) terminate the employment of any employee of any Seller other than for cause or hire or promote any employee of any Seller except, in the ordinary course, consistent with past practices with respect to any employee who has (or would have following such hiring or promotion) an annual base salary (or annualized base compensation) of more than $60,000; (f) make any change in any method of accounting or accounting practice or policy used by the Business in the preparation of its financial statements, other than as required by changes after the date hereof under GAAP or applicable Law; (g) cancel, compromise, waive, or enter into any settlement or release with respect to any action, claim or other proceeding brought or threatened in writing to be brought before any Governmental Entity relating to the Centennial restricted stock unit grant Business or any Acquired Assets other than any settlement or release that contemplates only the payment of money (in 2011)an amount that does not exceed, individually or in the aggregate, $25,000) solely by Sellers or other third party and not by Purchaser that is satisfied in full prior to the Closing (A) without ongoing limits on the conduct or operation of, or any admission of wrongdoing or nolo contendere or similar plea by, with respect to or binding on the Business and (B) results in a full release (including of Purchaser and its Affiliates) of the claims giving rise to such action, claim or proceeding; (h) enter into any transactions, Contracts or understandings with any Affiliates of any Seller that would be binding on the Acquired Assets after the Closing or would give rise to any Liability that would be an Assumed Liability; (i) make any material change to the Credit and Collection Policies applicable to Accounts and/or Account Contracts, other than as required by changes after the date hereof in applicable Law; (j) terminate, modify, amend or fail to enforce any material right under any Material Contract other than extending or renewing any Material Contract on terms that are not different in any material respect than the terms in effect on the date hereof; (k) except in accordance with the Credit and Collection Policies, forgive any amounts due and owing by any obligor under any Account or Account Contract; (l) commit to make any capital expenditures other than capital expenditures required for maintenance and repair of the Business made in the ordinary course of business consistent with past practice; (m) (A) make any material Tax election, or adopt or change any material accounting method in respect of Taxes, (B) enter into any closing agreement, settle or compromise any claim or assessment in respect of material Taxes, (C) consent to any extension or waiver of any limitation period with respect to Taxes, or (D) as expressly provided for amend any material Tax return, in this Agreement each case, relating to the Acquired Assets, the Assumed Liabilities or the Employee Matters Agreement, (E) as would relate Business if such action reasonably could be expected to a substantial number of similarly situated employees of Seller have an adverse impact on Purchaser or its Subsidiaries generally within Affiliates after the applicable Covered Territory Closing; or (n) enter into any contract or (F) for which Seller agreement to do, or its Subsidiaries shall be solely liable and which shall not affect in authorize, commit or resolve to do, any way of the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F)foregoing.

Ordinary Conduct. (a) Except as otherwise contemplated by this Agreement or permitted by the Transaction Agreementsas set forth in Schedule 6.2, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall agrees to cause the Customer Care business of the Business to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all material respects reasonable efforts, consistent with past practices, to preserve relationships with employees, customers, suppliers and others with whom the Business deals. Seller will not take any of the following actions without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed: (i) transfer any person identified on Schedule 9.1 to another business of Seller (other than as required by Law or by the terms of any collective bargaining agreement) or transfer any employee of another Seller business to the Business, except as may be legally required; (ii) except in the ordinary course of business consistent with past practices, and in particular, Seller shall cause the Customer Care Business not to (i) sell or dispose ofbusiness, or enter into any agreement as required to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult comply with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) law enter into, adopt, amend or terminate any material Seller Benefit Planbonus, material Required Benefit Planprofit sharing, material Seller Benefit Agreementcompensation, material Required Benefit Agreement severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or material other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any Business Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employeeexcept, in each the case of clauses (i) and (ii)employees who are not officers, except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected for normal compensation increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense), increase in any manner the compensation or benefits of any Business Employee or pay any benefit to any Business Employee not required by any plan or arrangement as in effect as of the date hereof (whichincluding, without limitation, the granting of stock options, restricted stock, stock appreciation rights or performance units); (iii) subject to any Lien, other than Permitted Liens, any of the material assets (whether tangible or intangible) of the Business; (iv) acquire any assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the assets (except, in each case, for fair consideration in the avoidance ordinary course of doubtbusiness consistent with past practice or pursuant to existing contractual obligations) of the Seller, shall not include broad-based equity or equity-based awards similar relating to the Centennial restricted stock unit grant Business; (v) enter into any commitment for capital expenditures relating to the Business not contemplated by the capital expenditure budget of Seller heretofore provided to the Buyer; 32 (vi) modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims, except in 2011the ordinary course of business and consistent with past practice; (vii) lease, license, mortgage, pledge, or encumber any assets other than in the ordinary and usual course of business and consistent with the past practice or transfer, sell or dispose of any assets other than in the ordinary and usual course of business and consistent with past practice; (viii) other than in the ordinary course of business, terminate, modify, amend or waive compliance with any material provision of, any of the Contracts, or fail to take any reasonable action necessary to preserve the benefits of any Contract to the Business; (ix) acquire, purchase or otherwise obtain any additional assets or provisions, whether inventory, labor or otherwise, in advance of current Contract requirements; (x) pay, repurchase, discharge or satisfy any of its claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction thereof in the ordinary course of business and consistent with past practice; (Dxi) make any Tax election other than in ordinary course of business and consistent with past practice or compromise any Tax liability; (xii) transfer or license to any Person, other than Buyer, or otherwise extend, amend or modify in any material respect, any rights to any Assigned Intellectual Property or Exclusive Intellectual Property (as expressly provided for those terms are defined in the Intellectual Property Agreement), or enter into grants to future patent rights or other intellectual property, other than non-exclusive licenses in the ordinary course of business and consistent with past practices, with respect to the Assigned Intellectual Property and Exclusive Intellectual Property, or disclose any Assigned Intellectual Property or Exclusive Intellectual Property, except pursuant to confidentiality agreements consistent with past practices; (xiii) enter into, modify or terminate any labor or collective bargaining agreement relating to the Business or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization relating to Business Employees, except in the ordinary course of business; (xiv) enter into any transaction or make or enter into any Contract relating to the Business which by reason of its size or otherwise is not in the ordinary course of business; (xv) with respect to the Business, authorize, propose, enter into or agree to enter into any acquisition of a material amount of assets, any disposition of a material amount of assets or any release or relinquishment of any material contract rights not in the ordinary course of business; or (xvi) take, or agree in writing or otherwise to take, any of the actions described above in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F)Section 6.2.

Ordinary Conduct. (a) Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise contemplated or permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall cause the Customer Care Company and the Company Subsidiaries to conduct the Business to be conducted in all material respects in the ordinary course of business consistent with past practices, in substantially the same manner as presently conducted and in particular, Seller shall cause the Customer Care Business not to use commercially reasonable efforts to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of preserve the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), Business’s relationships with customers and suppliers and (ii) take keep available the services of executive officers and key employees of the Business. Seller shall use commercially reasonable efforts (without any affirmative action requirement to terminate offer or provide any benefit or accommodation, economic or otherwise) to assist Buyer in its efforts to cause the Transferred Contract (other than terminations as a result of breach or non-performance Employees to become employed by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive Company or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Company Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on at or prior to the applicable Closing Date, on terms that match their current compensation or other terms acceptable to the extent permitted by Applicable LawBuyer. (b) Without limiting Except as set forth in Section 5.02 of the foregoingSeller Disclosure Schedule or otherwise contemplated by the terms of this Agreement, from the date of this Agreement hereof to the applicable Closing DateClosing, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheldneither the Company nor the Company Subsidiaries shall, conditioned or delayed), and Seller shall not, and shall cause not permit the Customer Care Business not Company or any Company Subsidiary to, do any of the following without the prior written consent of Buyer: (i) enter into, adopt, amend its Certificate of Incorporation or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement Bylaws or material Employee Representative Agreement or similar charter documents; (ii) increase in any manner the compensation or benefits of, declare or pay any dividend or otherwise grant make any material benefit (including other distribution to its stockholders whether or not upon or in respect of any equity shares of its capital stock, other than dividends or equity-based award) toother distributions paid or made solely to the Company or any other Company Subsidiary; provided, any Covered Employeehowever, in each of clauses (i) and (ii), except that (A) to Buyer acknowledges that the extent required by Applicable LawCompany does not maintain cash balances and, at the time of the Closing, Seller will withdraw any cash balances of the Company, and (B) as dividends and distributions of cash may continue to be required under made by the terms and conditions Company to Seller or its Affiliates prior to the Closing; (iii) redeem or otherwise acquire any shares of its capital stock or issue any Seller Benefit Plancapital stock or any option, Required Benefit Planwarrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iv) liquidate or dissolve or adopt any plan of liquidation, Seller Benefit Agreementdissolution, Required Benefit Agreement merger, consolidation or Employee Representative Agreementother reorganization; (v) grant to any director, as manager, officer or employee of the Company or any Company Subsidiary any increase in effect on the date hereofcompensation or benefits, (C) as effected except in the ordinary course of business consistent with past practice or as may be required under existing agreements, or enter into, adopt or materially amend any employment, consulting, bonus, commission, severance or retirement contract or agreement or adopt any employee bonus or benefit plan, other than in the ordinary course of business consistent with past practice; (vi) incur or assume any Debt or guarantee any such Debt, in each case other than accounts payable and other accrued liabilities for the payment for goods and services incurred in the ordinary course of business consistent with past practice; (vii) permit, allow or suffer any of its Assets to become subjected to any mortgage, Lien, security interest, encumbrance, easement, covenant, right of way or other similar restriction of any nature whatsoever which would have been required to be set forth in Section 4.10(a) or Section 4.12(a) of the Seller Disclosure Schedule if existing on the date of this Agreement; (viii) cancel any material Debt (individually or in the aggregate) or cancel or waive any claims or rights with a value to the Company or any Company Subsidiary in excess of $250,000 (ix) except for (A) dividends and distributions permitted under clause (ii) above, and (B) intercompany transactions in the ordinary course of business or necessary to settle intercompany accounts prior to the Closing, pay, loan or advance any amount to, or sell, transfer or lease any of its Assets to, or enter into any agreement or arrangement with, Seller or any of its Affiliates other than the Company and the Company Subsidiaries; (x) make any change in any method of accounting or accounting practice or policy other than those required by GAAP or Applicable Law; (xi) acquire by merging or consolidating with, or by purchasing a substantial portion of the Assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any Assets (other than inventory in the ordinary course of business consistent with past practice); (xii) make or incur any capital expenditure that is not currently approved in writing or budgeted which, for individually, is in excess of $100,000, or make or incur any such expenditures which, in the avoidance aggregate, are in excess of doubt$500,000; (xiii) sell, shall not include broad-based equity lease or equity-based awards similar otherwise dispose of any of its Assets which are material, individually or in the aggregate, to the Centennial restricted stock unit grant Business (other than inventory in 2011the ordinary course of business consistent with past practice), or enter into any lease of any personal property except leases entered into in the ordinary course of business consistent with past practice; (Dxiv) enter into any lease of real property, except any renewals of existing leases in the ordinary course of business; (xv) modify, amend, terminate or permit the lapse of any lease of, or reciprocal easement agreement, operating agreement or other material agreement relating to, real property (except modifications or amendments associated with renewals of existing leases in the ordinary course of business consistent with past practice); (xvi) make or change any Tax election, change an annual accounting period in respect of Taxes, adopt or change any Tax accounting method, file any amended Tax Return, enter into any closing agreement in respect of Taxes, settle any Tax claim or assessment relating to Taxes in excess of $5,000, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (xvii) terminate the employment of any of the Certain Employees, other than for cause, or transfer any employee from Seller or another subsidiary of Seller to the Company or a Company Subsidiary, or transfer any employee of the Company or any Company Subsidiary to Seller or another subsidiary of Seller; (xviii) enter into any collective bargaining agreement or other contract or agreement with any labor organization; (xix) make any loans, advances or capital contributions, except for advances for travel and other normal business expenses to directors, managers, officers and employees in the ordinary course of business consistent with past practice; (xx) plan, announce or implement any reduction in work force, lay-off, early retirement program, severance program or other program concerning the termination of employment of employees that would constitute a “mass layoff” or “plant closing” (as expressly provided for defined under the Worker Adjustment and Retraining Notification Act of 1988) and any similar state or other Applicable Law; (xxi) modify, cancel or terminate any Contract other than modifications, renewals, cancelations and terminations of Contracts in this Agreement the ordinary course of business; (xxii) materially change the Company’s or any Company Subsidiary’s policies with regard to the payment of accounts payable or the Employee Matters Agreementcollection of accounts receivable; or (xxiii) agree, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect whether in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual writing or otherwise) in addition , to those Purchaser would otherwise have had but for this clause (F)do any of the foregoing.

Ordinary Conduct. (a) Except as otherwise specifically contemplated or permitted by the Transaction Agreementsthis Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Effective Time, Seller shall agrees to cause the Customer Care Business to be conducted only in the ordinary and usual course consistent with past practice, but subject to any deviations therefrom which are caused by cash flow limitations of Seller. (b) Except as specifically contemplated by this Agreement, Seller shall, and shall cause Banshee to, use diligent efforts to preserve the Business Contracts and Licenses in full force and effect, to preserve the goodwill of all Governmental Authorities, to maintain all of the Assets in reasonable and customary repair, operating order and condition, to preserve the goodwill of their customers and suppliers and others having business relationships with Seller, Banshee or any Sold Subsidiary, and to preserve their business organization intact and to keep available the services of their present employees. (c) Seller shall, and shall cause Banshee to, maintain their books, accounts and records relating to the Business, the Assets and the Assumed Liabilities in the usual, regular and ordinary manner in accordance with accounting principles and business practices applied on a basis consistent with prior periods unless required by IFRS and disclosed to Buyer prior to instituting such changes; (d) Except as specifically contemplated by this Agreement, during the period from the date hereof to the Effective Time, Seller will not, and will cause Banshee and each of the Sold Subsidiaries to not, take any of the following actions without the prior written consent of Buyer: (i) transfer, issue, sell, pledge or dispose of any capital stock or other securities of any of Banshee or any of the Sold Subsidiaries or grant options, warrants, calls or other rights to purchase or otherwise acquire capital stock of Banshee or any of the Sold Subsidiaries; (ii) effect any recapitalization, reclassification, stock split, stock combination or like change in the capitalization of any of the Sold Subsidiaries; (iii) redeem, purchase or otherwise acquire, directly or indirectly, any shares of capital stock or any equity interests or other securities of Seller, Banshee or of any Sold Subsidiary; (iv) amend or modify, or accelerate, amend or change the period of exercisability or vesting of, any outstanding stock options, warrants, convertible or exchangeable securities, calls, or other rights to purchase or otherwise acquire capital stock, of any Sold Subsidiary, or adopt, authorize or amend any stock or equity appreciation rights, restricted stock or equity, stock or equity purchase, stock or equity bonus, option or similar plan, arrangement or agreement; (v) declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, property or securities) with respect to Seller's, Banshee's or any Sold Subsidiary's capital stock or other securities; (vi) propose to amend or amend the memorandum of association, articles of association, certificate of incorporation or bylaws or similar documents of Seller, Banshee or any Sold Subsidiary in a manner that adversely affects the Transactions; (vii) (A) grant any material respects increase in the annual level of compensation or benefits of any Business Employee, other than increases in compensation in the ordinary course of business consistent with past practices, and in particular, Seller shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Sellerpractice, (B) may Transfer except as required to comply with applicable Law, enter into any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and new Employee Benefit Plan or amend any Employee Benefit Plan or (C) may transfer the employment of those employees of Seller enter into any employment, deferred compensation, severance, retention, consulting, non-competition or its Subsidiaries in similar agreement (or amend any Covered Territory who fulfill the criteria set forth in the such agreement) with any Business Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected than agreements entered into in the ordinary course of business consistent with past practice that are not severance agreements; (whichviii) modify, amend, renew or enter into any directors' and officers' insurance policy with respect to Seller, Banshee or any Sold Subsidiary; (ix) pay, discharge or satisfy claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than any payment, discharge or satisfaction in the ordinary course of business consistent with past practice; (x) permit any of the Sold Subsidiaries to incur any Indebtedness or to otherwise borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any liability (contingent or otherwise) of any other Person (except as the endorser of checks in the ordinary course of business and consistent with past practice); (xi) grant, create or suffer to exist any Lien on or with respect to all or any part of the Assets (whether tangible or intangible) or the proceeds thereof, or provide security for any outstanding unsecured indebtedness of, or additional security for any outstanding secured indebtedness of, Seller, Banshee or any Sold Subsidiary; (xii) accelerate the payment of, or otherwise prepay, any existing outstanding Indebtedness of Seller, Banshee or any Sold Subsidiary; (xiii) other than the normal cash management practices (including reimbursement of expenses) of Seller, Banshee and the Sold Subsidiaries conducted in the ordinary and usual course of business and consistent with past practice, make any advance or loan to or engage in any transaction with any stockholder, director, former director, officer, former officer, partner, Affiliate or Equity Affiliate of Seller, Banshee or any Sold Subsidiary not required by the terms of an existing Business Contract described in Schedule 4.12; (xiv) except in the ordinary course of business consistent with past practice, sell, transfer, or otherwise dispose of any of the Assets which have a sales price in excess of $10,000; (xv) enter into any commitment for capital expenditures relating to the Business not contemplated by the capital expenditure budget of Seller, Banshee and the Sold Subsidiaries heretofore provided to Buyer; (xvi) enter into, modify or terminate any labor or collective bargaining agreement relating to the Business or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization relating to Business Employees; (xvii) enter into any transaction or make or enter into or assume any Contract relating to the Business which by reason of its size or otherwise is not in the ordinary course of business: (xviii) with respect to the Business, authorize, propose, enter into or agree to enter into any acquisition of a material amount of assets or securities; or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to otherwise acquire any assets that are material, individually or in the aggregate, to Seller and its Subsidiaries taken as a whole; (xix) settle or compromise any claims, litigation or arbitration; (xx) cancel or forgive any Indebtedness, or waive any claims or rights under the Business Contracts or with respect to the Assets; (xxi) voluntarily withdraw any application for, or permit the expiration of any renewable rights with respect to, or fail to maintain any Intellectual Property; (A) modify or change in any material respect any License or any Business Contract, other than in the ordinary course of business consistent with past practice; (B) terminate any License or Business Contract; or (C) offer to enter into, assume or enter into, a Contract with any Person where the terms and provisions so offered, or the terms and provisions of the Contract to be entered into or assumed would give any other Person (an "MFN Beneficiary") the right to require at any time that the terms and conditions of such MFN Beneficiary's Contract with Seller, Banshee or any Sold Subsidiary be adjusted, changed or modified (including retroactively) in any manner based upon the terms and provisions in the first Person's Contract, or that such Contract be terminated; (A) modify or change in any respect, or terminate any agreement related to material Intellectual Property; (B) provide, or enter into any Contract that provides, or amend, modify or change any existing Business Contract to provide (1) any assignment, grant-backs, cross-license, of, or covenant not-to-▇▇▇, covenant not to assert or grant of release regarding, any Intellectual Property, (2) the granting or licensing to any other Persons of (x) any exclusive right (within any geographic area or line of products or services or field of use) to use any of Seller's, Banshee's or any Sold Subsidiary's owned or licensed Intellectual Property or (y) any right (within any geographic area or line of products or services or field of use) to use any of Seller's, Banshee's or any Sold Subsidiary's material owned or licensed Intellectual Property; (3) any Person with the right to require that the terms and conditions of such Person's Business Contract with Seller, Banshee or any Sold Subsidiary be adjusted, changed or modified (including retroactively) in any manner based upon the terms and provisions in another Business Contract (any such Contract containing such a provision being referred to herein as an "MFN Contract"); (4) that Seller, Banshee or any Sold Subsidiary would be required to exclusively use the products or services provided by another party (or an Affiliate thereof) or a specified third party (or refrain from using the products and services of any Person other than such other party or such specified other Person) within any geographic area or line of products or services or field of use, (5) that Seller, Banshee or any Sold Subsidiary will not ▇▇▇ or otherwise institute legal action against any other Person for any reason, (6) any agreements with third parties for the avoidance exchange and/or protection of doubtconfidential information, shall (7) rights or obligations that are binding upon, or purport to be binding upon, any Person (other than any Sold Subsidiary) that is not include broad-based equity a party to such Contract (8) any provisions requiring Seller, Banshee or equity-based awards similar any Sold Subsidiary to indemnify any Person; (9) that Seller, Banshee or any Sold Subsidiary guarantee any Person a particular amount of payment from Seller, Banshee or any Sold Subsidiary irrespective of such Person's performance of any of its obligations; or (10) a Change of Control Covenant with respect to Seller, Banshee or any Sold Subsidiary; (C) terminate or modify or change in any material respect any agreement setting forth a covenant or assignment implementing the Centennial restricted stock unit grant policies described in 2011Section 4.11(d); (D) ▇▇▇ or otherwise institute legal action (including by the assertion of a counterclaim) against any Person for any reason; or (E) solicit, initiate or encourage inquiries or submission of proposals or offers from any Person relating to any of the foregoing; (xxiv) (A) make, revoke or amend any Tax election, (B) make any material change in any accounting, financial reporting or Tax practice or policy, (C) execute any waiver of restrictions on assessment or collection of any Tax, (D) as expressly provided for in this Agreement enter into or the Employee Matters Agreementamend any agreement or settlement with any Tax authority, (E) as would relate to a substantial number of similarly situated employees of Seller change Seller's, Banshee's or its Subsidiaries generally within the applicable Covered Territory any Sold Subsidiary's auditors or (F) for which Seller permit any insurance policy naming it as a beneficiary or its Subsidiaries shall loss- payable payee to be solely liable and which shall not affect cancelled or terminated, except, in any way the obligations case of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F), in the ordinary course of business consistent with past practice; (xxv) except as otherwise contemplated by this Agreement, make any changes to the corporate structure of Seller, Banshee or any Sold Subsidiary (including the structure of the ownership by Seller of the direct interests in Banshee and the Sold Subsidiaries, the direct and indirect ownership of the Excluded Subsidiaries, and the ownership by Seller and the Sold Subsidiaries of their respective businesses and assets); or (xxvi) enter into or assume any Contract or arrangement with respect to any of the foregoing.

Ordinary Conduct. (a) Except as required by Applicable Law or as set forth on Section 5.02 of the Seller Disclosure Schedule, and except as consented to in writing by Purchaser (which consent shall not be unreasonably withheld, conditioned, or delayed) or otherwise contemplated or permitted by the terms of this Agreement or of any Other Transaction AgreementsDocument, from the date of this Agreement to hereof until the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall, and shall cause the Customer Care Business Selling Affiliates to, cause the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility to be conducted in all material respects in the ordinary course of business in substantially the same manner as currently conducted, and shall, and shall cause the Selling Affiliates to, use reasonable best efforts consistent with past practicespractices to preserve the relationships with customers, suppliers, distributors and in particularothers with whom the Seller or Selling Affiliate, Seller shall cause for the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any operation of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets)▇▇▇▇▇ ▇▇▇▇▇ Facility, (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as has a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Lawrelationship. (b) Without limiting Except as required by Applicable Law or as set forth on Section 5.02 of the foregoingSeller Disclosure Schedule or otherwise contemplated by the terms of this Agreement, from the date hereof until the Closing, Seller shall not, and shall not permit a Selling Affiliate to, do any of this Agreement to the applicable Closing Date, unless following in connection with the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility without the prior written consent of Purchaser otherwise previously consents in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, ): (i) enter into, adopt, amend or terminate grant to any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) employee of the ▇▇▇▇▇ ▇▇▇▇▇ Facility any increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii)benefits, except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice (which, or as may be required under existing agreements or Applicable Law and except for the avoidance of doubt, shall not include broad-based equity or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) any increases for which Seller or its Subsidiaries a Selling Affiliate shall be solely liable obligated; (ii) terminate (other than for cause) any employee of the ▇▇▇▇▇ ▇▇▇▇▇ Facility other than in the ordinary course of business consistent with past practice and other than as contemplated by Article IX hereof; (iii) enter into any new employment agreements relating to the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility, provided that (A) Seller may, subject to clause (B), (1) hire to fill positions that are vacant as set forth on Section 9.01 of the Seller Disclosure Schedule and (2) hire to fill any position that becomes vacant on or after the date hereof if Seller reasonably determines that filling such position is reasonably necessary for the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility; (B) Purchaser’s written approval shall be required before entering into any employment agreement having an individual value in excess of [ * ], which approval shall not affect be unreasonably withheld; and (C) Seller shall provide prompt notice to Purchaser of any employees hired in connection with the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility on or after the date hereof; (iv) enter into any transaction relating to the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets with or for the benefit of any other Affiliate of Seller other than sales of goods or services in the ordinary course of business consistent with past practice; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (v) permit, allow or suffer any Acquired Asset to become subjected to any Lien, other than a Permitted Lien, which would have been required to be set forth on Section 4.03, Section 4.04 or Section 4.05 of the Seller Disclosure Schedule if existing on the date of this Agreement; (vi) sell, lease, otherwise dispose of, or remove from the ▇▇▇▇▇ ▇▇▇▇▇ Facility any Acquired Assets with a value in excess of [ * ], except for sales of raw materials, work-in-process, supplies, parts, spare parts and other inventories in the ordinary course of business consistent with past practice; (vii) fail to maintain the ▇▇▇▇▇ ▇▇▇▇▇ Facility, the Transferred Personal Property or the Transferred Software in all material respects in substantially the same working order and condition as of the date of this Agreement (ordinary wear and tear excepted); (viii) fail to perform or comply in all material respects with all of its obligations under the Transferred Contracts or the Transferred Permits, or enter into, assume, modify or amend in any way material respect or terminate or waive any Transferred Contract or Transferred Permit or other contract or permit that would be a Transferred Contract or Transferred Permit, as applicable, if entered into and that would restrict or otherwise impair the use and value of any Acquired Asset, or modify or terminate any material right thereunder, except for renewals, extensions or other modifications or amendments in the ordinary course of business consistent with past practice; (ix) allow to lapse, fail to maintain or preserve, or fail to make any applications for renewal as and when required, of any Transferred Permit necessary for the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the ownership and use of the Acquired Assets; (x) fail to pay when due the debts, Taxes and other obligations related to the operation of Purchaser under the ▇▇▇▇▇ ▇▇▇▇▇ Facility; (xi) fail to comply in all material respects with all Applicable Laws related to the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the ownership and use of the Acquired Assets; (xii) commence, settle or agree to settle any suit, action, proceeding or investigation relating to the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility or the Acquired Assets the liability in respect of which would be an Assumed Liability or would restrict the operation of the ▇▇▇▇▇ ▇▇▇▇▇ Facility in the manner currently conducted, or the Acquired Assets in any material respect after the Closing Date; or (xiii) enter into any Contract to do any of the foregoing. (c) Notwithstanding anything to the contrary in this Section 5.02 the parties hereto acknowledge and agree that nothing contained in this Agreement shall give Purchaser, directly or indirectly, the Employee Matters Agreement orright to control or direct Seller’s operations (including for purposes of [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, following MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Applicable Law) prior to Closing. Prior to Closing, Seller shall exercise, consistent with the applicable Closing Dateterms and conditions hereof, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F)complete control and supervision over its operations.

Ordinary Conduct. (a) Except as set forth in Schedule 5(b) or otherwise contemplated or expressly permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall cause the Customer Care Business business of the Company to be conducted in the ordinary course in substantially the same manner as currently conducted and shall make all material respects reasonable efforts consistent with past practices to preserve their relationships with customers, employees and others with whom the Company deals; provided that Seller shall not be obligated to, directly or indirectly, provide any funds to the Company other than in the ordinary course of business consistent with past practices, and in particular, Seller shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Businessbusiness. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause not permit the Customer Care Business not Company to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the Closing set forth in this Agreement not being satisfied. In addition, except as set forth in Schedule 5(b) or otherwise expressly permitted by the terms of this Agreement, Seller shall not permit the Company to do any of the following without prior consent of Buyer: (i) enter into, adopt, amend its Certificate of Incorporation or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or Bylaws; (ii) adopt or amend any Employee Plan or collective bargaining agreement, except as required by law or elsewhere in this Agreement; (iii) grant to any employee executive officer any increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii)benefits, except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice (which, or as may be required under existing agreements and except for the avoidance of doubt, shall not include broad-based equity or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) any increases for which Seller or its Subsidiaries shall be solely liable and which obligated; (iv) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than in the ordinary course of business consistent with past practice; provided that in no event shall not affect the Company incur, assume or guarantee any long-term indebtedness for borrowed money; (v) make any change in any way method of accounting or accounting practice or policy other than those required by US GAAP; (vi) acquire by merging or consolidating with, or by purchasing a substantial portion of the obligations of Purchaser under this Agreement assets of, or the Employee Matters Agreement or, following the applicable Closing Date, result in by any other obligations manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) which are material to the Company; (vii) sell, lease or otherwise dispose of Purchaser any of its assets, except in the ordinary course of business consistent with past practice; (viii) enter into any contract, agreement or other arrangement, written or oral, or modify or terminate any existing contract, agreement or other arrangement, except in the ordinary course of business; (ix) issue or sell any equity interests or enter into any agreement relating to the equity interests of the Company; or (x) agree, whether legal, contractual in writing or otherwise) in addition , to those Purchaser would otherwise have had but for this clause (F)do any of the foregoing.

Ordinary Conduct. (a) Except as will be set forth in Schedule 5(b) ----------------- or otherwise contemplated or expressly permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall cause the Customer Care Business to be conducted in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their relationships with customers, suppliers, joint venture partners and others with whom the Company deals. Seller shall not, and shall not permit the Company to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in Section 3(a) not being satisfied. In addition, except as will be set forth in Schedule 5(b) or otherwise expressly permitted by the terms of this Agreement, Seller shall not permit the Company to do any of the following without the prior written consent of Buyer: (i) amend its Certificate of Incorporation or By-laws; (ii) declare or pay any dividend or make any other distribution to its stockholders whether or not upon or in respect of any shares of its capital stock other than cash dividends or in connection with the transfer to Seller or an affiliate of Seller (other than the Company) of the Excluded Assets; (iii) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iv) adopt or amend in any material respects respect any Benefit Plan or collective bargaining agreement, except as required by law (including Tax qualification requirements); (v) grant to any executive officer or employee engaged in the conduct of the Business any increase in compensation or benefits, except in the ordinary course of business consistent with past practicespractice, and in particular, Seller shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (BSection 5(j) or as may be required under existing agreements and except for any increases for which Seller shall be solely obligated; (vi) except as related to the terms Excluded Assets and conditions of for which the Company is fully indemnified, incur or 39 assume any Seller Benefit Planliabilities, Required Benefit Planobligations or indebtedness for borrowed money or guarantee any such liabilities, Seller Benefit Agreementobligations or indebtedness, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected other than in the ordinary course of business consistent with past practice; provided -------- that in no event shall the Company incur, assume or guarantee any long-term indebtedness for borrowed money; (vii) permit, allow or suffer any of its assets (other than the Excluded Assets) to become subjected to any mortgage, lien, security interest, encumbrance, easement, covenant, right-of-way or other similar restriction of any nature whatsoever which would have been required to be set forth in Schedule 4(i) or 4(j) if existing on the date of this Agreement; (viii) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value; (ix) except for the transfer to Seller or an affiliate of Seller (other than the Company) of the Excluded Assets and intercompany transactions in the ordinary course of business, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with, Seller or any of its affiliates; (x) make any change in any method of accounting or accounting practice or policy other than those required by generally accepted accounting principles; (xi) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) which are material, individually or in the aggregate, to the Company; (xii) except for any capital expenditure that is currently approved in writing or budgeted or required by an emergency, make or incur any capital expenditure which, for individually, is in excess of $50,000 or make or incur any such expenditures which, in the avoidance aggregate, are in excess of doubt$500,000; (xiii) sell, shall not include broad-based equity lease or equity-based awards similar otherwise dispose of any of its assets (other than the Excluded Assets) which are material, individually or in the aggregate, to the Centennial restricted stock unit grant Company, except in 2011)the ordinary course of business consistent with past practice; provided that in no event shall the Company -------- sell, (D) as expressly provided for in this Agreement lease, encumber or the Employee Matters Agreement, (E) as would relate to a substantial number otherwise dispose of similarly situated employees of Seller any Facility or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect interest in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser Facility; (xiv) acquire (whether legalby purchase, contractual lease, exchange or otherwise) any additional Facilities or any interest in addition any additional Facilities; (xv) enter into any lease of real property, except any renewals of existing leases in the ordinary course of business with respect to which Buyer shall have the right to participate; (xvi) modify, amend, terminate or permit the lapse of any lease of, or reciprocal easement agreement, operating agreement or other material agreement relating to, real property (except modifications or amendments associated with renewals of existing leases in the ordinary course of business with respect to which Buyer shall have the right to participate); (xvii) modify, amend or terminate the BP Relationship or any other joint venture agreement or arrangement or any other Contract which is material to the Business; (xviii) alter in any material respect any aspects of its petroleum products trading activities and practices, including in respect of the manner in which, and the volumes on which, such activities and practices are conducted; (xix) grant any powers of attorney of the Company to any person; (xx) (A) make or rescind any express or deemed election relating to Taxes if such action would create a material additional liability for the Company in respect of any period beginning after the Closing Date or (B) except as may be required by applicable law, change in any respect any of its methods of reporting income or deductions for income tax purposes from those Purchaser employed in the preparation of its income tax returns for the taxable year ended May 31, 1998 if such change would otherwise have had but create a material additional liability for this clause the Company in respect of any period beginning after the Closing Date; or (F)xxi) agree, whether in writing or otherwise, to do any of the foregoing.

Ordinary Conduct. (a) Except as otherwise contemplated or permitted by the Transaction Agreementsterms of this Agreement (which permission includes without limitation the distribution of the Pre-Closing Dividend; it being Seller's intention to remove the Company's cash balance on or before to Closing), from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall will cause the Customer Care Business business of the Company to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all reasonable efforts consistent with past practices to preserve its relationships with customers, suppliers and others with whom the Company deals. In addition, except as otherwise permitted by the terms of this Agreement or as contemplated by Section 6.2 of the Seller Disclosure Schedule, Seller will not permit the Company to do any of the following without the prior written consent of Buyer: (1) adopt or propose any change in its certificate of incorporation or bylaws; (2) merge or consolidate with any other Person or acquire a material respects amount of assets from any other Person; (3) sell, lease, license or otherwise dispose of any material assets or property except (a) pursuant to existing contracts or commitments, or (b) otherwise in the ordinary course consistent with past practice; (4) except for the Pre-Closing Dividend, declare, set aside or pay any dividends, or make any distributions or other payments in respect of its equity securities, or repurchase, redeem or otherwise acquire any such securities; (5) enter into, amend or terminate any material agreement; (6) accelerate collection of any notes or accounts receivable in advance of their regular due dates or the dates when they would have been collected in the ordinary course of business consistent with past practices, and in particular, Seller shall cause the Customer Care Business not to ; (i7) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term delay payment of any Transferred Contract accrued expense, trade payable or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms other liability beyond its due date or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (when such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected liability would have been paid in the ordinary course of business consistent with past practice practices; or (which8) agree to do any of the foregoing. Seller will not take, for and will not permit the avoidance of doubt, shall not include broad-based equity Company to take any action that would make any representation or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees warranty of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect hereunder inaccurate in any way material respect at the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F).

Ordinary Conduct. (a) Except as otherwise contemplated or expressly permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing DateClosing, unless Purchaser otherwise previously consents in writing the Company shall conduct the Business (such consent not to be unreasonably withheld, conditioned or delayed), and Seller shall cause the Customer Care Business Company to conduct the Business) in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve his and the Company’s relationships with customers, suppliers, dealers and others with whom they deal. Seller shall not, and shall cause the Company not to, take any action that would, or that reasonably could be conducted expected to (i) result in all material respects any of the conditions set forth in Article X not being satisfied or (ii) result in any of the representations or warranties of Seller or the Company becoming untrue. In addition, except as otherwise expressly permitted by the terms of this Agreement, the Company shall not, and Seller shall not cause or permit the Company to, do any of the following without the express prior written consent of Parent: (a) amend its Organizational Documents; (b) declare or pay any dividend or make any other distribution to Seller whether or not upon or in respect of the Membership Interests of the Company; (c) redeem or otherwise acquire the Membership Interests of the Company or Capital Stock or issue same or any option, warrant or right relating thereto or any securities convertible into or exchangeable therefor; (d) adopt or amend any collective bargaining agreement; (e) establish, adopt, or enter into any Employee Benefit Plan or any similar agreement or amend or take any other actions, including acceleration of vesting and waiver of performance criteria, with respect to any Employee Benefit Plan or any similar agreement; (f) increase the compensation payable or to become payable to any manager, officer or employee of the Company; (g) hire or fire any employees, consultants or other personnel; (h) grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or employee of the Company, either individually or as part of a class of similarly situated persons; (i) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness; (j) deviate from the Company’s historical practices with respect to the incurrence and payment of payables or accrual and collection of receivables or otherwise pay or satisfy any liabilities, obligations or indebtedness other than in the ordinary course of business consistent with past practicespractice; (k) permit, and allow or suffer any of its assets to become subjected to any Lien; (l) cancel any indebtedness (individually or in particularthe aggregate) or waive any Claims; (m) pay, Seller shall cause the Customer Care Business not to (i) sell loan or dispose ofadvance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement to sell Contract or dispose arrangement with, Seller or any of his Affiliates; (n) make any change in any method of accounting or accounting practice or policy other than those required by GAAP; (o) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any of the Transferred Assets (other than the sale manner, any person or disposition of obsolete Transferred Assets)division thereof or otherwise acquire any assets which are material, (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach individually or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Dateaggregate, to the extent permitted by Applicable Law.Company; (bp) Without limiting the foregoingsell, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay lease or otherwise grant dispose of any material benefit (including any equity or equity-based award) to, any Covered Employee, in each assets of clauses (i) and (ii)the Company, except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice practice; (whichq) enter into any lease of real property; (r) initiate any proceeding before any Governmental Authority; (s) make, for the avoidance revoke or amend any material Tax election, change any material method of doubtTax accounting or material Tax procedure or practice, shall not include broad-based equity or equity-based awards similar settle or compromise any material claim relating to the Centennial restricted stock unit grant Taxes; (t) enter into any Contract that would constitute a Material Contract or amend, terminate, alter or waive performance under any Material Contract; or (u) agree, whether in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual writing or otherwise) in addition , to those Purchaser would otherwise have had but for this clause (F)do any of the foregoing.

Ordinary Conduct. (a) Except as otherwise contemplated or permitted by During the Transaction Agreements, period from the date of this Agreement to the applicable earlier of the Closing Dateand the date that this Agreement is terminated in accordance with its terms, unless except as contemplated by this Agreement or as set forth on Section 5(c) Seller Disclosure Schedules, Seller shall not do any of the following as relating to the Transferred Assets or to Assumed Liabilities without the prior written consent of Purchaser otherwise previously consents in writing (such which consent will not to be unreasonably withheld, conditioned or delayed)): (i) make any change in the conduct of the Business, Seller shall cause except for changes that are in the Customer Care Business ordinary course and consistent with past practice; (ii) sell, lease, license or otherwise dispose of, or agree to be conducted sell, lease, license or otherwise dispose of, any interest in all material respects any of the Transferred Assets, except in the ordinary course of business; (iii) mortgage, pledge or encumber any of the Transferred Assets, except in the ordinary course of business consistent with past practicesand except for Permitted Liens; (iv) amend or terminate any of the Transferred Contracts, and other than in particular, Seller shall cause the Customer Care Business not to (i) sell or dispose ofordinary course of business, or enter into any agreement new Contracts that are to sell become part of the Transferred Contracts without Purchaser’s prior written consent, not to be unreasonably withheld or dispose ofdelayed, provided that Purchaser shall have the right to consent to the renewal of the General Electric contract and to a new contract with Nxtranet only if the proposed pricing and terms are less favorable than the existing arrangement/MOU in place in any material respect; (v) with respect to any Transferred Employee, increase in any manner the rate of compensation of any of its officers or other employees employed or retained in connection with the Business; (vi) in connection with the Business or the Transferred Assets (other than the sale i) create, incur or disposition assume any Debt (including obligations in respect of obsolete Transferred Assetscapital leases) or any Debt for money borrowed (whether long-term or short-term), ; (ii) take assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligation of any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach Person; or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take make any affirmative action loans, advances or capital contributions to waive any other Person; (vii) enter into any compromise or amend any material term settlement of any litigation, action, suit, claim, proceeding or investigation relating to the Transferred Contract Assets or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of terminationAssumed Liabilities, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions except settlements made in the ordinary course of business for the Customer Care Business; provided that any such actions or by insurers, involving amounts not in clauses (i) through (iv) taken in the ordinary course excess of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law.$10,000; (bviii) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents make any change in writing (such consent not to be unreasonably withheld, conditioned its accounts receivable collection practices or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), accounts payable practices except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice practice; or (which, for ix) agree to do any of the avoidance of doubt, shall not include broad-based equity or equity-based awards similar to things described in the Centennial restricted stock unit grant in 2011), preceding clauses (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (Fi)-(viii).

Ordinary Conduct. (a) Except as otherwise contemplated or permitted by From the Transaction Agreementsdate hereof to the Closing, Seller shall conduct the Business in the Ordinary Course of Business. Seller shall use all commercially reasonable efforts to preserve and protect its goodwill, rights, properties, assets and business, to keep available to itself and Purchaser the services of its employees, and to preserve and protect its relationships with its employees, officers, advertisers, suppliers, customers, creditors and others having business relationships with it. In addition, from the date of this Agreement hereof to the applicable Closing DateClosing, unless Purchaser otherwise previously consents in writing (Seller shall not do any of the following without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned withheld or unreasonably delayed), Seller shall cause the Customer Care Business to be conducted in all material respects in the ordinary course of business consistent with past practices, and in particular, Seller shall cause the Customer Care Business not to : (i) sell fail to continue to conduct the Business of Seller in conformity with the representations and warranties set forth in Section 3.31; (ii) amend its certificate of incorporation or dispose ofby-laws; (iii) incur any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, or increase (other than increases resulting from the calculation of reserves in the Ordinary Course of Business), or experience any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (iv) permit, allow or suffer any of its assets, including, without limitation, the Purchased Assets, to be subjected to any mortgage, pledge, Lien, encumbrance, restriction or charge of any kind which is not disclosed in this Agreement; (v) pay, discharge or satisfy any claims, encumbrances, liabilities or obligations (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than the payment when due in the Ordinary Course of Business of liabilities and obligations reflected or reserved against in the Most Recent Balance Sheet or incurred in the Ordinary Course of Business since the date thereof; (vi) pay, lend or advance any amount to, or sell, transfer or lease any of the Purchased Assets to, or enter into any agreement to sell or dispose ofarrangement with, any of the Transferred Assets officers, directors or equity owners of Seller or any of its Affiliates; (vii) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or 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 (other than Inventory or other assets acquired in the sale or disposition Ordinary Course of obsolete Transferred AssetsBusiness); (viii) enter into any Contract, (ii) take any affirmative action to terminate any Transferred Contract except for Contracts entered into in the Ordinary Course of Business and individually in an amount not in excess of $10,000.00 (other than terminations as a result of breach or any confidentiality, non-performance by the counterparty to such contractdisclosure, non-competition or similar Contract); provided provided, however, that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action have the right to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, enter into Contracts in the case Ordinary Course of each Business and individually in an amount in excess of clauses $10,000.00 (iother than any confidentiality, non-disclosure, non-competition or similar Contract) through only if Purchaser does not object to Seller's entering into such Contracts within three Business Days following Purchaser's receipt from Seller of the written notification of Seller's intention to enter into such Contracts; (iv)ix) make, for or commit to make, any capital expenditures other than those set forth on Exhibit C hereto and not in excess of the amounts set forth on such actions Exhibit; (x) fail to pay any account payable when due in accordance with its terms unless contested by Seller in good faith; (xi) make any other material change in the ordinary course Business or the operation of business for the Customer Care BusinessSeller; provided that or (xii) agree, whether in writing or otherwise, to do any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from From the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall not, and shall cause not enter into any licensing or similar arrangement with respect to or affecting the Customer Care Business not to, or the Purchased Assets. (ic) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner From the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) date hereof to the extent required by Applicable LawClosing, (B) as may be required under subject to the terms and conditions of any Seller Benefit Plan, Required Benefit Planthis Agreement, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on shall use its reasonable efforts (i) to preserve the date hereofPurchased Assets and the Business intact, (Cii) as effected in to keep available to Purchaser the ordinary course services of the employees of the Business, and (iii) to preserve the goodwill of customers and others having business consistent relations with past practice (which, for the avoidance of doubt, shall not include broad-based equity or equity-based awards similar Seller to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would extent such business relations relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F)Purchased Assets.

Ordinary Conduct. (a) Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise contemplated or permitted by the terms of this Agreement and the Other Transaction AgreementsDocuments, including any actions taken in furtherance of the separation of the Acquired Business from Seller and its Affiliates from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall use commercially reasonable efforts consistent with past practice to cause the Customer Care Acquired Business to be conducted in all the ordinary course consistent with past practice and shall make commercially reasonable efforts consistent with past practice to preserve the Acquired Business's relationships with customers, suppliers, distributors and others with whom the Acquired Business has a material respects business relationship. In the event of any Business Disruption after the date hereof, Seller shall act in good faith and in a commercially reasonable manner in its response to such Business Disruption; PROVIDED, HOWEVER, that Seller shall not have any liability under, or be deemed in breach of, this Section 5.02(a) for any loss, liability, claim, damage or expense (including reasonable legal fees and expenses)that arises out of, results from or is related to any such Business Disruption (including any such loss, liability, claim, damage or expense arising out of, resulting from or related to Seller's good faith, commercially reasonable response to any such Business Disruption). Notwithstanding anything to the contrary in this Section 5.02(a), Seller shall not be obligated to, directly or indirectly, provide any funds to the Acquired Business. (b) Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise contemplated by the 50 terms of this Agreement and the Other Transaction Documents (including any actions taken in furtherance of the separation of the Acquired Business from Seller and its Affiliates), Seller shall not permit any of the following in connection with the Acquired Business without the prior written consent of Buyer (which shall not be unreasonably withheld): (i) a Clairol Entity to amend its Certificate of Incorporation, By-laws or other organizational documents; (ii) a Clairol Entity to declare or pay any dividend or make any other distribution to its stockholders whether or not upon or in respect of any shares of its capital stock; PROVIDED, HOWEVER, that (A) Buyer acknowledges that the Clairol Entities do not maintain cash balances and, at or prior to the time of the Closing, Seller will withdraw any cash balances of the Clairol Entities and (B) dividends and distributions of cash may continue to be made by Clairol Entities to Seller or its Affiliates; (iii) a Clairol Entity to redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iv) a Clairol Entity to adopt or amend in any material respect any Benefit Plan or collective bargaining agreement, in each case relating to any Employees, except as required by Applicable Law and except as disclosed in Section 4.17(b) of the Seller Disclosure Schedule; (v) a Clairol Entity to grant to any Employee that is an executive officer or executive employee any increase in compensation or benefits, except in the ordinary course of business consistent with past practicespractice or as may be required under existing agreements or Applicable Law and except for any increases for which Seller shall be solely obligated; (vi) a Clairol Entity to incur or assume any liabilities, and obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than in particularthe ordinary course of business consistent with past practice; PROVIDED, HOWEVER, that the foregoing shall be deemed not to 51 include any liabilities, obligations or indebtedness, or guarantees thereof, that will be satisfied in full or terminated prior to Closing; (vii) a Clairol Entity to voluntarily permit any of its assets, or Seller or a Seller Entity to voluntarily permit any of the Acquired Assets, to become subjected to any mortgage, lien, security interest, encumbrance, easement, covenant, right-of-way or other similar restriction of any nature whatsoever which would have been required to be set forth in Section 4.09 or 4.10 of the Seller Disclosure Schedule if existing on the date of this Agreement; (viii) except for intercompany transactions in the ordinary course of business or necessary to withdraw cash or settle intercompany accounts prior to the Closing, a Clairol Entity, Seller shall cause or an Asset Selling Entity to cancel any material indebtedness (individually or in the Customer Care Business not aggregate) or waive any claims or rights of material value (in the case of Seller or an Asset Selling Entity, solely to the extent such indebtedness, claims or rights relate to the Acquired Business); (iix) sell except for (A) dividends and distributions permitted under clause (ii) above and (B) intercompany transactions in the ordinary course of business or dispose ofnecessary to withdraw cash or settle intercompany accounts prior to the Closing, a Clairol Entity to pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement to sell or dispose ofarrangement with, Seller or any of the Transferred Assets its Affiliates (other than the sale other Clairol Entities); (x) a Clairol Entity, Seller or disposition any Seller Entity to make any change in any method of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (accounting or accounting practice or policy other than terminations as a result of breach or non-performance those required by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), GAAP (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each Seller or any Seller Entity, solely to the extent such change is applicable to the Acquired Business); (xi) a Clairol Entity, Seller or a Seller Entity to acquire by merging or consolidating with, or by purchasing a substantial portion of clauses the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof which are material, individually or in the aggregate, to the Acquired Business; 52 (ixii) through a Clairol Entity, Seller or a Seller Entity to make or incur any capital expenditure that is not currently approved or budgeted which, individually, is in excess of $1,000,000 or make or incur any such expenditures which, in the aggregate, are in excess of $5,000,000 (ivin the case of Seller or a Seller Entity, solely to the extent such capital expenditure relates to the Acquired Business); (xiii) a Clairol Entity to sell, for such actions lease or otherwise dispose of any of its assets, or Seller or an Asset Selling Entity to sell, lease or otherwise dispose of any Acquired Assets, which are material, individually or in the aggregate, to the Acquired Business, except in the ordinary course of business for the Customer Care Business; provided that consistent with past practice or enter into any such actions in clauses (i) through (iv) taken lease of any personal property except leases entered into in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are or leases with aggregate lease payments not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoingin excess of $1,000,000; (xiv) a Clairol Entity, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate a Seller Entity to enter into any lease of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii)real property, except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions any renewals of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected existing leases in the ordinary course of business consistent with past practice (which, for in the avoidance of doubt, shall not include broad-based equity or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees case of Seller or its Subsidiaries generally within a Seller Entity, solely to the applicable Covered Territory or extent such lease relates to the Acquired Business); (Fxv) for which a Clairol Entity, Seller or its Subsidiaries shall be solely liable and which shall not affect a Seller Entity to modify, amend, terminate or permit the lapse of any lease of, or reciprocal easement agreement, operating agreement or other material agreement relating to, any Company Property (except modifications or amendments associated with renewals of existing leases in any way the obligations ordinary course of Purchaser under this Agreement or the Employee Matters Agreement business); or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F).

Ordinary Conduct. (a) Except as otherwise contemplated by this Agreement or permitted by the Transaction Agreementsas ----------------- set forth in Schedule 6.2, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall agrees to cause the Customer Care business of the Business to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all reasonable efforts, consistent with past practices, to preserve relationships with employees, customers, suppliers and others with whom the Business deals. Except as contemplated by this Agreement or as set forth in Schedule 6.2, Seller will not, without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed, (i) take any action which would cause the representations and warranties of Seller herein to be untrue in any material respects respect or (ii) transfer any employee of the Business to another business of Seller or transfer any employee of another Seller business to the Business. Seller will provide Buyer with interim monthly financial statements of the Business and other management reports as and when they are available. Without limiting the generality of the foregoing, Seller shall not, except as specifically contemplated by this Agreement: (a) enter into, extend, materially modify, terminate or renew any Contract or Lease, except in the ordinary course of business consistent with past practicesbusiness; (b) sell, and in particularassign, Seller shall cause the Customer Care Business not to (i) sell transfer, convey, lease, mortgage, pledge or otherwise dispose ofof or encumber any material Assets, or enter into any agreement to sell or dispose ofinterests therein, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions except in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses business; (i) through (iv) taken in the ordinary course of business that affect Excluded Assets except as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental otherwise required by law, take any action with respect to the Customer Care Business. Notwithstanding the foregoinggrant of any bonus, Purchaser acknowledges and agrees that Seller severance, continuation or termination pay (A) shall cause each Transferred Subsidiary otherwise than pursuant to distribute policies or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries agreements of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof) or with respect to any increase of benefits payable under its severance or termination pay policies or agreements in effect on the date hereof or increase in any material respect the compensation or fringe benefits of any employee or pay any benefits not required by any existing Employee Benefit Plan or Employee Benefit Arrangement, (C) as effected in each case other than in the ordinary course of business business, consistent with past practice practice. (whichii) make any change in the key management structure of Seller, including, without limitation, the hiring of additional officers or the termination of existing officers other than in the ordinary course of business; (iii) except in the ordinary course of business, adopt, enter into or amend any Employee Benefit Plan or Employee Benefit Arrangement (including, without limitation, any collective bargaining or employment agreement), or any trust, fund or other arrangement for the avoidance benefit or welfare of doubtany employee; (d) acquire by merger or consolidation with, shall not include broador merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any material assets or business of any corporation, partnership, association or other business organization or division thereof if the assets or business so acquired would be included in the Business; (e) make any capital expenditure or enter into any commitment for capital expenditures, except in accordance with the capital expenditures budget heretofore delivered to Buyer; (f) fail to maintain the Assets in substantially their current state of repair, excepting normal wear and tear, and replace inoperable, worn-based equity out or equity-based awards similar obsolete or destroyed Assets, in each case in accordance with Seller's past practice; (g) make any material loans or advances to any partnership, firm or corporation, or, except for expenses incurred in the ordinary course of business, any individual; (h) make any settlement or compromise with tax authorities, apply to change any material method of accounting for Tax purposes or make any material Tax elections, to the Centennial restricted stock unit grant in 2011), extent that any of the foregoing affect the Assets of the Sold Subsidiaries; (Di) as expressly provided for intentionally do any other act which would cause any representation or warranty of Seller in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect become untrue in any way the obligations of Purchaser under this Agreement material respect; (j) enter into any agreement, or the Employee Matters Agreement orotherwise become obligated, following the applicable Closing Date, result in to do any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F)action prohibited hereunder.

Ordinary Conduct. (a) Except as otherwise contemplated or permitted by the Transaction Agreementsset forth in Schedule 5(b), from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall cause the Customer Care Business business of the Company to be conducted in all material respects in the ordinary course of business in substantially the same manner as presently conducted and shall make reasonable efforts consistent with past practicespractices to preserve the Company’s relationships with customers, suppliers and in particular, Seller shall cause others with whom the Customer Care Business not Company deals and to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, keep its business and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Businessproperties substantially intact. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall not permit the Company to, take any action that will, or that could reasonably be expected to, result in any of the conditions to the Acquisition set forth in Section 3(a) not being satisfied. In furtherance of but not in limitation of the foregoing, prior to the Closing, Seller shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) Company to comply with all Laws applicable to the extent required by Applicable LawCompany, (B) as may be required fulfill its obligations under its Contracts and maintain insurance relating to the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, business as in effect on the date hereof. In addition, except as set forth in Schedule 5(b) or otherwise expressly permitted by the terms of this Agreement, Seller shall not permit the Company to do any of the following without the prior written consent of Buyer, which will not be unreasonably withheld: (Ci) amend its certificate of incorporation or bylaws; (ii) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iii) adopt or amend in any material respect any Benefit Plan of the Company, except as effected required by applicable Law; (iv) grant to any executive officer or employee of the Company any material increase in compensation or benefits, except in the ordinary course of business consistent with past practice (which, or as may be required under existing agreements and except for the avoidance of doubt, shall not include broad-based equity or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) any increases for which Seller or its Subsidiaries shall be solely liable obligated; (v) incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness; (vi) grant any Lien other than a Permitted Lien; (vii) except for intercompany transactions in the ordinary course of business (including the transfer of all Company cash to Seller) and which shall not affect payments under any tax sharing agreement, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into any agreement or arrangement with, Seller or any of its affiliates; (viii) make any change in any way method of accounting or accounting practice or policy other than those required under applicable accounting principles; (ix) sell, lease, assign, transfer or otherwise dispose of any of its assets, except in the obligations ordinary course of Purchaser under business; (x) except as otherwise permitted in this Agreement Section 5(b) above, enter into any material Contract outside the ordinary course of business; (xi) make any material Tax election or the Employee Matters Agreement or, following the applicable Closing Date, result change in any material Tax practice; (xii) demolish or make any material alteration to any Real Property; (xiii) acquire any equity interest in any person or any material property, other obligations than acquisitions of Purchaser raw materials and equipment in the ordinary course of business; (xiv) except in the ordinary course of business, modify, extend, renew, amend or terminate, or grant any waiver or exercise any right or option under any material Contract; or (xv) agree, whether legal, contractual in writing or otherwise) in addition , to those Purchaser would otherwise have had but for this clause (F)do any of the foregoing.

Ordinary Conduct. Except (ax) Except as set forth on Section 6.2 of the Seller Disclosure Schedule or otherwise contemplated or permitted required by the Transaction Agreementsterms of this Agreement, (y) as required under applicable Law or (z) with the express prior written consent of Purchaser, from the date of this Agreement hereof until the Closing, Sellers shall use reasonable best efforts to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall cause the Customer Care Business to be conducted in all material respects in the ordinary course of business consistent with past practicespractice and shall use commercially reasonable efforts consistent with past practices to preserve intact the Business and the relationships with clients, landlords, employees, financing sources, and in particularothers with whom the Business has a material business relationship. Except (x) as set forth on Section 6.2 of the Seller Disclosure Schedule or otherwise required by the terms of this Agreement, Seller (y) as required under applicable Law or (z) with the prior written consent of Purchaser, Sellers shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, do any of the Transferred following in connection with the Business, the Acquired Assets or the Assumed Liabilities without the prior written consent of Purchaser: (other than the sale a) Transfer, lease, sublease, or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term otherwise dispose of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law.Acquired Assets; (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including Lien on any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii)Acquired Asset, except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice under the ICC Chase Credit Facility; (whichc) incur indebtedness under, for or draw on, the avoidance ICC Chase Credit Facility except in the ordinary course, consistent with past practices; (d) except as required by applicable Law or by the terms of doubtany Employee Plan/Agreement as in effect on the date hereof, shall not include broad-based grant to any employee of any Seller any increase in compensation or benefits, grant to any employees of any Seller any bonus or other cash incentive award or any equity or equity-based awards similar award, or establish, adopt, enter into, amend or terminate any Employee Plan/Agreement maintained or to be maintained by any Seller; (e) terminate the Centennial restricted stock unit grant employment of any employee of any Seller other than for cause or hire or promote any employee of any Seller except, in 2011)the ordinary course, consistent with past practices with respect to any employee who has (Dor would have following such hiring or promotion) as expressly provided for in this Agreement an annual base salary (or the Employee Matters Agreement, (Eannualized base compensation) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F).more than $60,000;

Ordinary Conduct. (a) Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise contemplated or permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall cause the Customer Care Company and the Company Subsidiaries to conduct the Business to be conducted in all material respects in the ordinary course of business consistent with past practices, in substantially the same manner as presently conducted and in particular, Seller shall cause the Customer Care Business not to use commercially reasonable efforts to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of preserve the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), Business’s relationships with customers and suppliers and (ii) take keep available the services of executive officers and key employees of the Business. Seller shall use commercially reasonable efforts (without any affirmative action requirement to terminate offer or provide any benefit or accommodation, economic or otherwise) to assist Buyer in its efforts to cause the Transferred Contract (other than terminations as a result of breach or non-performance Employees to become employed by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive Company or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Company Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on at or prior to the applicable Closing Date, on terms that match their current compensation or other terms acceptable to the extent permitted by Applicable LawBuyer. (b) Without limiting Except as set forth in Section 5.02 of the foregoingSeller Disclosure Schedule or otherwise contemplated by the terms of this Agreement, from the date of this Agreement hereof to the applicable Closing DateClosing, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheldneither the Company nor the Company Subsidiaries shall, conditioned or delayed), and Seller shall not, and shall cause not permit the Customer Care Business not Company or any Company Subsidiary to, do any of the following without the prior written consent of Buyer: (i) enter into, adopt, amend its Certificate of Incorporation or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement Bylaws or material Employee Representative Agreement or similar charter documents; (ii) increase in any manner the compensation or benefits of, declare or pay any dividend or otherwise grant make any material benefit (including other distribution to its stockholders whether or not upon or in respect of any equity shares of its capital stock, other than dividends or equity-based award) toother distributions paid or made solely to 29 the Company or any other Company Subsidiary; provided, any Covered Employeehowever, in each of clauses (i) and (ii), except that (A) to Buyer acknowledges that the extent required by Applicable LawCompany does not maintain cash balances and, at the time of the Closing, Seller will withdraw any cash balances of the Company, and (B) as dividends and distributions of cash may continue to be required under made by the terms and conditions Company to Seller or its Affiliates prior to the Closing; (iii) redeem or otherwise acquire any shares of its capital stock or issue any Seller Benefit Plancapital stock or any option, Required Benefit Planwarrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (iv) liquidate or dissolve or adopt any plan of liquidation, Seller Benefit Agreementdissolution, Required Benefit Agreement merger, consolidation or Employee Representative Agreementother reorganization; (v) grant to any director, as manager, officer or employee of the Company or any Company Subsidiary any increase in effect on the date hereofcompensation or benefits, (C) as effected except in the ordinary course of business consistent with past practice or as may be required under existing agreements, or enter into, adopt or materially amend any employment, consulting, bonus, commission, severance or retirement contract or agreement or adopt any employee bonus or benefit plan, other than in the ordinary course of business consistent with past practice; (vi) incur or assume any Debt or guarantee any such Debt, in each case other than accounts payable and other accrued liabilities for the payment for goods and services incurred in the ordinary course of business consistent with past practice; (vii) permit, allow or suffer any of its Assets to become subjected to any mortgage, Lien, security interest, encumbrance, easement, covenant, right of way or other similar restriction of any nature whatsoever which would have been required to be set forth in Section 4.10(a) or Section 4.12(a) of the Seller Disclosure Schedule if existing on the date of this Agreement; (viii) cancel any material Debt (individually or in the aggregate) or cancel or waive any claims or rights with a value to the Company or any Company Subsidiary in excess of $250,000 (ix) except for (A) dividends and distributions permitted under clause (ii) above, and (B) intercompany transactions in the ordinary course of business or necessary to settle intercompany accounts prior to the Closing, pay, loan or advance any amount to, or sell, transfer or lease any of its Assets to, or enter into any agreement or arrangement with, Seller or any of its Affiliates other than the Company and the Company Subsidiaries; (x) make any change in any method of accounting or accounting practice or policy other than those required by GAAP or Applicable Law; (xi) acquire by merging or consolidating with, or by purchasing a substantial portion of the Assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any Assets (other than inventory in the ordinary course of business consistent with past practice); (xii) make or incur any capital expenditure that is not currently approved in writing or budgeted which, for individually, is in excess of $100,000, or make or incur any such expenditures which, in the avoidance aggregate, are in excess of doubt$500,000; (xiii) sell, shall not include broad-based equity lease or equity-based awards similar otherwise dispose of any of its Assets which are material, individually or in the aggregate, to the Centennial restricted stock unit grant Business (other than inventory in 2011the ordinary course of business consistent with past practice), or enter into any lease of any personal property except leases entered into in the ordinary course of business consistent with past practice; (Dxiv) enter into any lease of real property, except any renewals of existing leases in the ordinary course of business; (xv) modify, amend, terminate or permit the lapse of any lease of, or reciprocal easement agreement, operating agreement or other material agreement relating to, real property (except modifications or amendments associated with renewals of existing leases in the ordinary course of business consistent with past practice); (xvi) make or change any Tax election, change an annual accounting period in respect of Taxes, adopt or change any Tax accounting method, file any amended Tax Return, enter into any closing agreement in respect of Taxes, settle any Tax claim or assessment relating to Taxes in excess of $5,000, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (xvii) terminate the employment of any of the Certain Employees, other than for cause, or transfer any employee from Seller or another subsidiary of Seller to the Company or a Company Subsidiary, or transfer any employee of the Company or any Company Subsidiary to Seller or another subsidiary of Seller; (xviii) enter into any collective bargaining agreement or other contract or agreement with any labor organization; (xix) make any loans, advances or capital contributions, except for advances for travel and other normal business expenses to directors, managers, officers and employees in the ordinary course of business consistent with past practice; (xx) plan, announce or implement any reduction in work force, lay‑off, early retirement program, severance program or other program concerning the termination of employment of employees that would constitute a “mass layoff” or “plant closing” (as expressly provided for defined under the Worker Adjustment and Retraining Notification Act of 1988) and any similar state or other Applicable Law; (xxi) modify, cancel or terminate any Contract other than modifications, renewals, cancelations and terminations of Contracts in this Agreement the ordinary course of business; (xxii) materially change the Company’s or any Company Subsidiary’s policies with regard to the payment of accounts payable or the Employee Matters Agreementcollection of accounts receivable; or (xxiii) agree, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect whether in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual writing or otherwise) in addition , to those Purchaser would otherwise have had but for this clause (F)do any of the foregoing.

Ordinary Conduct. (a) Except as otherwise specifically contemplated by this Agreement or permitted by the Transaction Agreementsas set forth in Schedule 6.2, from the date of this Agreement hereof to the applicable Closing DateClosing, unless Purchaser otherwise previously consents in writing (such consent not Sellers agree to be unreasonably withheld, conditioned or delayed), Seller shall cause the Customer Care Business to be conducted only in all material respects the ordinary and usual course consistent with past practice. (b) Except as specifically contemplated by this Agreement or in the ordinary course of business the Business consistent with past practicespractice, and in particular, each Seller shall cause use commercially reasonable efforts to preserve the Customer Care Business Contracts in full force and effect, to preserve the goodwill of all Governmental Authorities, to maintain all of the Purchased Assets in reasonable and customary repair, operating order and condition and to preserve the goodwill of its customers and suppliers and others having business relationships with it and to preserve its business organization intact. (c) Each Seller shall maintain its books, accounts and records relating to the Business, the Purchased Assets and the Assumed Liabilities in the usual, regular and ordinary manner in accordance with accounting principles and business practices applied on a basis consistent with prior periods unless required by GAAP and disclosed to Buyer prior to instituting such changes; (d) Except as specifically contemplated by this Agreement, Sellers will not to take any of the following actions without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed: (i) transfer any Business Employee to another business of Sellers or transfer any employee of another of Ameron’s businesses to the Business; (ii) transfer, issue, sell or dispose ofof any Minority Shares or grant options, warrants, calls or enter into other rights to purchase or otherwise acquire any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), Minority Shares; (iii) take any affirmative action propose to waive amend or amend any material term the certificate of incorporation or bylaws or similar documents of any Transferred Contract or Seller in a manner that adversely affects the Transactions; (iv) breach (A) grant any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, increase in the case annual level of each compensation or benefits of clauses (i) through (iv)any Business Employee, for such actions other than increases in compensation in the ordinary course of business for the Customer Care Business; provided that Business consistent with past practice, (B) except as required to comply with applicable Law, enter into any new Employee Benefit Plan or amend any Employee Benefit Plan or (C) enter into any employment, deferred compensation, severance, retention, consulting, non-competition or similar agreement (or amend any such actions in clauses agreement) with any Business Employee other than (iy) through (iv) taken agreements entered into in the ordinary course of business the Business consistent with past practice that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material severance agreements and disproportionately detrimental which do not obligate any Seller or Buyer to pay compensation exceeding One Hundred Twenty Five Thousand Dollars ($125,000) individually or One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate or One Million Dollars ($1,000,000) for new hires and (z) retention bonuses necessary or advisable due to the Customer Care Business. Notwithstanding Transactions in Sellers’ sole and absolute discretion (the foregoing“Retention Bonuses”); (v) grant, Purchaser acknowledges and agrees that Seller create or (Aexcept for the Permitted Liens) shall cause each Transferred Subsidiary suffer to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer exist any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, Lien on or prior with respect to all or any part of the applicable Closing Date, to Purchased Assets (whether tangible or intangible) or the extent permitted by Applicable Law.proceeds thereof (except for the Permitted Liens); (bvi) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business the Business consistent with past practice practice, sell, transfer, or otherwise dispose of any of the Purchased Assets which have a sales price in excess of One Hundred Thousand Dollars (which, $100,000) individually or Five Hundred Thousand Dollars ($500,000) in the aggregate; (vii) transfer or grant any rights to any Intellectual Property outside the ordinary course of the Business; (viii) enter into any commitment for the avoidance of doubt, shall not include broad-based equity or equity-based awards similar capital expenditures relating to the Centennial restricted stock unit grant Business not contemplated by the capital expenditure budget of Sellers heretofore provided to Buyer, in 2011excess of One Hundred Thousand Dollars ($100,000); (ix) enter into, (D) as expressly provided for in this Agreement modify or terminate any labor or collective bargaining agreement relating to the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement Business or, following through negotiation or otherwise, make any commitment or incur any liability to any labor organization relating to Business Employees; (x) enter into any transaction or make or enter into any material Contract relating to the applicable Closing DateBusiness which by reason of its size or otherwise is not in the ordinary course of the Business; (xi) with respect to the Business, result authorize, propose, enter into or agree to enter into any acquisition of a material amount of assets or securities; (xii) except in the ordinary course of the Business consistent with past practice, waive any claims or rights under the Contracts or with respect to the Purchased Assets; (xiii) terminate or assign any Material Contract or voluntarily consent to the termination of any Material Contract (including, without limitation, any lease) by any other obligations party thereto; (xiv) voluntarily withdraw any application for, or permit the expiration of Purchaser any renewable rights with respect to, or fail to maintain any Intellectual Property; or (whether legalxv) enter into any contract, contractual agreement or otherwise) in addition arrangement with respect to those Purchaser would otherwise have had but for this clause (F)any of the foregoing.

Ordinary Conduct. (a) Except as set forth in Section 4.02 of the Seller Disclosure Letter or otherwise contemplated or expressly permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall cause the Customer Care Business business of each Transferred Subsidiary to be conducted in all material respects in the ordinary course of business in substantially the same manner as presently conducted and to make commercially reasonable efforts consistent with past practicespractices to maintain in full force and effect all material Company Contracts to which such Transferred Subsidiary is a party and to preserve such Transferred Subsidiary's relationships with material customers, suppliers and others with whom such Transferred Subsidiary deals; PROVIDED that neither Seller nor any of its Affiliates shall be obligated to, directly or indirectly, make any loans, advances or capital contributions to, or investments in, any Transferred Subsidiary except as otherwise expressly provided in particularthis Agreement. Prior to Closing, Seller and its Affiliates shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected remain obligated in the ordinary course of business consistent with past practice (whichx) to repay to the Transferred Subsidiaries any intercompany payables due from Seller or such Affiliate to the Transferred Subsidiaries, for except to the avoidance extent provided by Section 1.02(c), and (y) to make loans or advances to the Transferred Subsidiaries in an aggregate amount not exceeding the aggregate amount of doubtdividends or other distributions paid to Seller by the Company after the date of this Agreement. Seller shall not, and shall not include broad-based equity permit any Transferred Subsidiary to, take any action that would, or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall that could reasonably be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Dateexpected to, result in any of the conditions to the Closing set forth in Section 2.01 not being satisfied. Without limiting the generality of the foregoing, except as set forth in Section 4.02 of the Seller Disclosure Letter or otherwise expressly permitted by the terms of this Agreement or any other Transaction Document, Seller shall not permit any Transferred Subsidiary to do any of the following without the prior written consent of Buyer: (a) amend its Articles of Incorporation, Bylaws or comparable organizational documents; (b) declare or pay any dividend or make any other distribution to its stockholders whether or not upon or in respect of any shares of its capital stock; PROVIDED, HOWEVER, that from time to time and at the time of the Closing, Seller and its Affiliates may withdraw any cash balances of such Transferred Subsidiary, which withdrawals may be made, among other things, as dividends or distributions to Seller or its Affiliates; (c) redeem, combine, split, reclassify, subdivide, adjust or acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (d) adopt or amend in any material respect any Company Benefit Plan or collective bargaining agreement, except as required by Applicable Laws; (e) grant to any employee whose base salary on January 1, 1999 was greater than $100,000 any increase in compensation (including, without limitation, any severance benefit, retention or stay bonus, or other similar right to payment) except in the ordinary course of business consistent with past practice (it being understood that salary increases for employees of the Transferred Subsidiaries are scheduled to be made on April 1, 1999, consistent with past practice) or as may be required under existing agreements in effect prior to the date hereof and except for any increases for which Seller shall be solely obligated; (f) create, incur or assume any liabilities, obligations or indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than intercompany debt between a Transferred Subsidiary, on one hand, and another Transferred Subsidiary, the Seller or any Affiliate of Purchaser the Seller, on the other hand, which in each case (other than intercompany debt between Transferred Subsidiaries) will be repaid, forgiven or otherwise terminated on or prior to the Closing Date; (g) make any change in any accounting policy other than those required by GAAP; (h) acquire by merging or consolidating with, or by purchasing the shares of or any equity interest in, or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) which acquisition or purchase is material, individually or in the aggregate, to the Transferred Subsidiaries, taken as a whole; (i) make or incur any capital expenditure that has not been disclosed in writing to Buyer prior to the date hereof and which, individually, is in excess of $500,000 or, in the aggregate, are in excess of $2,500,000; (j) sell, lease or otherwise dispose of any of its assets which are material, individually or in the aggregate, to the Company and the Company Subsidiary, taken as a whole, except in the ordinary course of business consistent with past practice; (k) enter into any lease of real property, except any renewals of existing leases in the ordinary course of business; (l) enter into, modify, cancel or terminate any agreement, commitment or contract (i) involving payments or potential payments in excess of $1,000,000 except, in the case of an agreement, commitment or contract other than a Section 3.11(a)(ix) Contract, in the ordinary course of business consistent with past practice or (ii) with any Affiliate of any of the Transferred Subsidiaries; (m) mortgage, pledge or subject to any Lien any of the assets or properties of the Transferred Subsidiaries, other than Permitted Liens; (n) make any loans, advances or capital contributions to, or investments in, any other Person other than another Transferred Subsidiary or Diversified Prescription Delivery L.L.C.; (o) cancel, waive or modify any material debt or claim held by a Transferred Subsidiary, other than in the ordinary course of business consistent with past practice; (p) settle or compromise any suit, claim, proceeding or dispute or threatened suit, claim proceeding or dispute if such settlement or compromise would result (i) in material injunctive or similar relief or (ii) in an obligation to pay any amount after Closing the liability for which would not be included in Current Liabilities for purposes of calculating Closing Working Capital. (q) enter into, modify, cancel or terminate any material license or similar agreement relating to Company IP, except any renewals of existing licenses in the ordinary course of business; (r) change any Tax election, change any annual Tax accounting period or change any method of Tax accounting other than in the ordinary course of business consistent with past practice or as required by any change in law; or (s) agree, whether legal, contractual in writing or otherwise) in addition , to those Purchaser would otherwise have had but for this clause (F)do any of the foregoing.

Ordinary Conduct. (a) Except as otherwise contemplated or permitted by the Transaction Agreements, from From the date of this Agreement to hereof until the applicable relevant Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall will cause the Customer Care Business operation of the relevant Assets to be conducted in all material respects in the ordinary course of business of Seller consistent with the past practice and custom of Seller ("Ordinary Course of Business"), and will maintain reasonable business and accounting records regarding the relevant Assets and Assumed Liabilities consistent with past practices; provided, however, that, following the date of this Agreement, Seller may delete or otherwise remove all data and all software, computer programs and similar technology from all computers, servers, data storage and data processing equipment, and other hardware or equipment that constitutes Tangible Personal Property (whether or not related to or necessary to Seller, its affiliates, or their respective businesses, operations, activities, practices, assets and/or liabilities, and whether or not owned, used or licensed by Seller, its affiliates or their respective customers, clients or employees, including in particularconnection with the Business). Without limiting the generality of the foregoing, Seller shall use reasonable efforts to cause the Customer Care Business Reg T/Reg U Loans not previously rejected by Buyer pursuant to Section 0, to be collateralized in accordance with Seller's minimum standards therefor and otherwise in accordance with Seller's customary and ordinary business practices with respect thereto at all times up to the relevant Closing. In addition, except as otherwise expressly required or contemplated by this Agreement, Seller will not, during the period beginning on the date hereof and ending on the relevant Closing therefor, do any of the following with respect to the Assets or Assumed Liabilities to be assigned or assumed at the relevant Closing without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed): (a) other than retention agreements not extending past the relevant Closing Date, amend (other than by its terms) any employment, consulting, severance or similar agreements with any Employee, or grant any salary or wage increase or increase any benefit (including incentive or bonus payments) to any such Employee, except (i) sell or dispose of, or enter into for any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets)changes that are required by law, (ii) take to satisfy pre-existing contractual obligations, or (iii) for payment of any affirmative special or one-time incentive, commission or bonus payment payable by Seller or its affiliates in connection with the transactions contemplated hereby and which shall not otherwise become an Assumed Liability of Buyer; (b) grant any mortgage, pledge, lien, or encumbrance, other than Permitted Liens, that will survive the relevant Closing on any of the Assets; (c) except as set forth below in this Section 6.2, sell, transfer, or otherwise dispose of any Assets other than in the Ordinary Course of Business; (d) except as set forth below in this Section 6.2, terminate any material contracts or amend or modify in any material respect any of its existing material contracts to be included in the Assets assigned to Buyer, other than in the Ordinary Course of Business; (e) make any change in accounting methods or principles applicable to the Business, except as required by changes in relevant GAAP; (f) incur or assume any indebtedness for borrowed money or make any commitment for any capital expenditure that would increase the Assumed Liabilities, in excess of $50,000 in any individual case, or $250,000 in the aggregate; (g) pay, discharge, settle, compromise or satisfy or agree to pay, discharge, settle, compromise or satisfy, any material claim relating to the Assets or Assumed Liabilities that would materially increase the amount of the Assumed Liabilities; (h) except as contemplated below in this Section 6.2, transfer any Employees, Customers, Assets or Tangible Personal Property from Acquired Locations to Seller's operations or branches that are not Acquired Locations; (i) make any loan or advance to any customer of the Business that would become an Asset or Assumed Liability, other than loans or advances in the Ordinary Course of Business; (j) except as set forth below in this Section 6.2, enter into any leases for real estate or purchase any real estate relating to the Business that would become an Asset or Assumed Liability; or (k) agree or commit, whether in writing or otherwise, to do any of the foregoing. Notwithstanding anything to the contrary in this Section 6.2, nothing shall limit or restrict Seller from (i) terminating any month to month tenancies under Real Estate Leases; provided, however, that written notice of such termination is provided to Buyer, such notice to be in advance of such action to terminate the extent reasonably practicable, or (ii) permitting to expire or electing not to renew or extend any Transferred Contract (other than terminations as a result Real Estate Leases that will expire or be eligible for renewal or extension prior to the relevant Closing Date; provided, however, that written notice of breach such expiration or non-performance by renewal is provided to Buyer, such notice to be in advance of such action to the counterparty to such contract; provided that prior to taking any such affirmative actionextent reasonably practicable, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), or (iii) take terminating any affirmative Real Estate Leases eligible for termination prior to the relevant Closing Date; provided, however, that written notice of such termination is provided to Buyer, such notice to be in advance of such action to waive or amend any material term of any Transferred Contract the extent reasonably practicable, or (iv) breach renewing or extending any term of a Transferred Contract Real Estate Leases that would give the counterparty to such contract a right of termination, acceleration of terms will expire or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), become eligible for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute renewal or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or extension prior to the applicable relevant Closing Date; provided, however, that written notice of such renewal or extension is provided to Buyer, such notice to be in advance of such action to the extent permitted by Applicable Law. reasonably practicable, or (bv) Without limiting transferring Excluded Assets, Excluded Liabilities, Excluded Employees, Excluded Customers or Excluded Branch Assets from any Partially Acquired Location to an Excluded Location or a non-Business Location, or (vi) taking any actions with respect to assets and liabilities associated with Excluded Locations, including transferring Employees from or closing such Excluded Locations at any time after the foregoing, from the date of this Agreement to the applicable Closing Excluded Location Notice Date, unless Purchaser otherwise previously consents in writing (such consent not vii) taking any other actions with respect to be unreasonably withheldExcluded Assets, conditioned Excluded Liabilities, Excluded Locations, Excluded Employees, Excluded Customers or delayed)Excluded Branch Assets, Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (iiviii) increase in settling, discharging, terminating or paying claims, entitlements or rights that Employees may have with respect to compensation and/or benefits under the Seller's Plans or any manner the compensation or other benefits ofplans, policies, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each programs maintained by Seller of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice (which, for the avoidance of doubt, shall not include broad-based equity or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F)affiliates.

Ordinary Conduct. (a) Except as for matters set forth in Schedule 7.2 or otherwise contemplated expressly permitted or permitted required by the Transaction Agreementsterms of this Agreement, from the date of this Agreement to the applicable Closing DateClosing, unless Purchaser otherwise previously consents Parent and Seller shall conduct the Business in writing the usual, regular and ordinary course consistent with past practice and use all commercially reasonable efforts to keep intact the Business, and preserve the relationships of the Business with customers, suppliers, licensors, licensees, distributors, resellers and others with whom the Business deals to the end that the Business and the goodwill of the Business shall be unimpaired at the Closing. Prior to the Closing, Parent and Seller shall not take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article IV not being satisfied. In addition (such consent not to be unreasonably withheld, conditioned or delayedand without limiting the generality of the foregoing), during such period prior to the Closing, except as set forth in Schedule 7.2 or otherwise expressly permitted by the terms of this Agreement, Parent and Seller shall cause not in each case insofar as the Customer Care Business is concerned: (i) amend any certificate of incorporation, by-laws or other similar governing instrument of any Subsidiary the equity or other ownership interests of which are included in the Acquired Assets; (ii) incur or assume any liabilities, obligations or indebtedness or guarantee any such liabilities, obligations or indebtedness, other than in the ordinary course of business and consistent with past practice; (iii) (A) acquire or agree to be conducted acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, company, partnership, limited liability company, trust, joint venture, business association or other business organization or division thereof or otherwise acquire any assets that are material (individually or in all material respects in the aggregate) to the Business or (B) make or incur or commit to make or incur any capital expenditure; (iv) enter into any lease of real property or any renewal of an existing lease of real property that may constitute Leased Real Property; (v) pay, discharge, modify or satisfy any claims, liabilities or obligations (whether accrued, absolute, contingent, asserted or otherwise) outside of the ordinary course of business consistent with past practicespractice; (vi) make loans, and advances or capital contributions to, or investments in, any other person; (vii) enter into, extend or renew (A) any Contract or amendment thereof (1) which contains any provision listed in particularSection 5.7, Seller shall cause (2) which contains any other provision listed in Section 5.7 unless such Contract or amendment is necessary to operate the Customer Care Business not as it was operated in the ordinary course consistent with past practice immediately prior to the date of this Agreement or (i3) sell which restricts the ability of the Business to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Acquired Asset, (B) any Contract or amendment thereof that grants any party the right or ability to access, license or use all or a material portion of the Acquired Intellectual Property of, or enter into (C) any agreement to sell or dispose of, any of Contract providing for the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term services of any Transferred Contract dealer, distributor, sales representative, or similar representative, or (ivD) breach any term of a Transferred Contract that would give the counterparty to such contract a right of terminationother Contract, acceleration of terms or material penalties due to such breach, exceptother than, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayedD), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected in the ordinary course of business consistent with past practice with a term not in excess of one year; or accelerate, terminate, modify, waive, relinquish, assign or cancel any material (which, for individually or in the avoidance aggregate) Contract; (viii) engage in any other transaction involving the Business or the Acquired Assets other than in the ordinary course of doubt, shall not include broad-based equity business consistent with past practice; (ix) settle or equity-based awards similar compromise (A) any suit or claim relating to the Centennial restricted stock unit transactions contemplated by the Transaction Agreements or threatened suit or claim relating to the transactions contemplated by the Transaction Agreements or (B) other than any such litigation set forth on Schedule 5.8, any material litigation or material threatened litigation; (x) accelerate the billing or collection or other realization of cash or Excluded Assets from the Acquired Assets or accelerate the provision of goods and services of the Business or delay the payment of liabilities which would become Assumed Liabilities or grant any allowance or discount, in 2011)each case outside the ordinary course of business consistent with past practice; (xi) write down any of its material assets, including any Acquired Intellectual Property, or make any change in any accounting principal, method or practice (Dfinancial, Tax or otherwise) other than those required by GAAP or applicable law; (xii) take any action or fail to take any action which would result in the material loss or reduction in value of the Acquired Intellectual Property, taken as expressly provided for a whole; (xiii) take any action that would or that could reasonably be expected to result in (A) any representation and warranty of Parent or Seller set forth in this Agreement or the Employee Matters Agreementthat is qualified as to materiality becoming untrue, (EB) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory any such representation and warranty that is not so qualified becoming untrue in any material respect or (FC) for which Seller any condition to the transactions contemplated hereby and set forth in Section 4.1 not being satisfied; or (xiv) authorize any of, or its Subsidiaries shall be solely liable and which shall not affect commit or agree to take, whether in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following the applicable Closing Date, result in any other obligations of Purchaser (whether legal, contractual writing or otherwise) in addition , to those Purchaser would otherwise have had but for this clause (F)do any of, the foregoing actions.

Ordinary Conduct. (a) Except as otherwise contemplated by this Agreement or permitted by the Transaction Agreementsas set forth in Schedule 6.2, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall agrees to cause the Customer Care business of the Business to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all reasonable efforts, consistent with past practices, to preserve relationships with employees, customers, suppliers and others with whom the Business deals. Except as contemplated by this Agreement or as set forth in Schedule 6.2, Seller will not, without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed, (i) take any action which would cause the representations and warranties of Seller herein to be untrue in any material respects respect or (ii) transfer any employee of the Business to another business of Seller or transfer any employee of another Seller business to the Business. Seller will provide Buyer with interim monthly financial statements of the Business and other management reports as and when they are available. Without limiting the generality of the foregoing, Seller shall not, except as specifically contemplated by this Agreement: (a) enter into, extend, materially modify, terminate or renew any Contract or Lease, except in the ordinary course of business consistent with past practicesbusiness; (b) sell, and in particularassign, Seller shall cause the Customer Care Business not to (i) sell transfer, convey, lease, mortgage, pledge or otherwise dispose ofof or encumber any material Assets, or enter into any agreement to sell or dispose ofinterests therein, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions except in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses business; (i) through (iv) taken in the ordinary course of business that affect Excluded Assets except as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental otherwise required by law, take any action with respect to the Customer Care Business. Notwithstanding the foregoinggrant of any bonus, Purchaser acknowledges and agrees that Seller severance, continuation or termination pay (A) shall cause each Transferred Subsidiary otherwise than pursuant to distribute policies or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries agreements of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not to, (i) enter into, adopt, amend or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii), except (A) to the extent required by Applicable Law, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof) or with respect to any increase of benefits payable under its severance or termination pay policies or agreements in effect on the date hereof or increase in any material respect the compensation or fringe benefits of any employee or pay any benefits not required by any existing Employee Benefit Plan or Employee Benefit Arrangement, (C) as effected in each case other than in the ordinary course of business business, consistent with past practice practice. (whichii) make any change in the key management structure of Seller, including, without limitation, the hiring of additional officers or the termination of existing officers other than in the ordinary course of business; (iii) except in the ordinary course of business, adopt, enter into or amend any Employee Benefit Plan or Employee Benefit Arrangement (including, without limitation, any collective bargaining or employment agreement), or any trust, fund or other arrangement for the avoidance benefit or welfare of doubtany employee; (d) acquire by merger or consolidation with, shall not include broador merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any material assets or business of any corporation, partnership, association or other business organization or division thereof if the assets or business so acquired would be included in the Business; (e) make any capital expenditure or enter into any commitment for capital expenditures, except in accordance with the capital expenditures budget heretofore delivered to Buyer; (f) fail to maintain the Assets in substantially their current state of repair, excepting normal wear and tear, and replace inoperable, worn-based equity out or equity-based awards similar obsolete or destroyed Assets, in each case in accordance with Seller’s past practice; (g) make any material loans or advances to any partnership, firm or corporation, or, except for expenses incurred in the ordinary course of business, any individual; (h) make any settlement or compromise with tax authorities, apply to change any material method of accounting for Tax purposes or make any material Tax elections, to the Centennial restricted stock unit grant in 2011), extent that any of the foregoing affect the Assets of the Sold Subsidiaries; (Di) as expressly provided for intentionally do any other act which would cause any representation or warranty of Seller in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) for which Seller or its Subsidiaries shall be solely liable and which shall not affect become untrue in any way the obligations of Purchaser under this Agreement material respect; (j) enter into any agreement, or the Employee Matters Agreement orotherwise become obligated, following the applicable Closing Date, result in to do any other obligations of Purchaser (whether legal, contractual or otherwise) in addition to those Purchaser would otherwise have had but for this clause (F)action prohibited hereunder.

Ordinary Conduct. (a) Except as otherwise contemplated or permitted by Section 7.03 or the Transaction AgreementsAgreements or set forth in Section 7.02 of the Seller Disclosure Letter, from the date of this Agreement to the applicable Closing DateDate for each Country Unit, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned withheld or delayed), Seller shall cause the Customer Care Business conducted by such Country Unit to be conducted in all material respects in the ordinary course and shall make all reasonable efforts to preserve the relationships of business consistent such Country Unit with past practicesits customers, suppliers, employees and in particularothers having relationships with such Country Unit. In addition, Seller shall cause during such period, insofar as the Customer Care Business not to (i) sell conducted by such Country Unit is concerned, except as otherwise contemplated or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance permitted by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive Transaction Agreements or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in Section 7.02 of the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing DateDisclosure Letter, unless Purchaser otherwise previously consents in writing (such which consent shall not to be unreasonably withheld, conditioned or delayed), Seller shall not, and shall cause the Customer Care Business not permit any of its Subsidiaries to, : (i) issue, sell or deliver any shares of capital stock of any class of a Transferred Subsidiary included in such Country Unit or any option, warrant, convertible security or other right of any kind to acquire any shares of such capital stock; (ii) adopt or amend in any material respect any Seller Benefit Plan to the extent applicable to Covered Employees, except (A) as may be required by applicable Law (including any amendments required to be adopted prior to the applicable Closing Date to the extent necessary to reflect the requirements of Section 409A of the Code) or required under existing agreements, (B) as effected in the ordinary course of business and consistent with past practice, (C) as would relate to a substantial number of other similarly situated employees of the Selling Companies in any country or (D) for any changes for which the Selling Companies will be solely liable, provided in each case that no such adoption or amendment materially increases the cost to Purchaser or its Affiliates of any Assumed Benefit Plan; (iii) grant to any Covered Employee any increase in compensation or benefits, or enter into, adopt, adopt or amend any employment agreement or terminate any material Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement or material Employee Representative Agreement or (ii) other agreement that may increase in any manner the compensation or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, obligations to any Covered Employee, including upon termination of employment, in each of clauses (i) and (ii), case except (A) as may be required under existing agreements, (B) as effected in the ordinary course of business and consistent with past practice, (C) as would relate to a substantial number of other similarly situated employees of the Selling Companies in any country, (D) to the extent required by Applicable applicable Law, (BE) as may in the event that, during such period, such employee receives a promotion based on job performance or workplace requirements, (F) with respect to newly hired Covered Employees or (G) for any such increases for which the Selling Companies will be required under solely liable; provided that no such increase in compensation or benefits or other obligations materially increases the terms cost to Purchaser and conditions its Affiliates of such compensation, benefits and obligations, in the aggregate; (iv) transfer employment of any person engaged primarily in the Business to any other business of Seller Benefit Planand its Affiliates or transfer the employment of any person engaged primarily in the business of Seller and its Affiliates (other than the Business) to the Business, Required Benefit Planin each case, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected other than transfers in the ordinary course of business consistent with past practice (which, for of employees not described in Section 7.02(iv)(1) of the avoidance of doubt, Seller Disclosure Letter; provided that the foregoing provisions shall not include broad-based equity be construed as a restriction on the ability to transfer employment of the employees listed in Section 7.02(iv)(2) of the Seller Disclosure Letter or equity-based awards similar to change the entity that employs an employee (so long as such change does not result in a change in such employee’s engagement in the Business); (v) subject any of the material Acquired Assets or Transferred Subsidiaries’ Equity Interests to any Lien other than Permitted Liens; (vi) waive any claims or rights of substantial value relating to the Centennial restricted Business conducted by such Country Unit (other than pursuant to Section 10.05) except in the ordinary course of business, consistent with past practice; (vii) acquire or agree to acquire (whether by merger, consolidation, purchase of capital stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to of a substantial number portion of similarly situated employees assets or otherwise) any business which is material, individually or in the aggregate, to the Business if a substantial portion of Seller the assets of such business would constitute Acquired Assets; (viii) sell, lease, abandon, license, transfer or its otherwise dispose of any of the material Acquired Assets (including any material Transferred Intellectual Property or Transferred Technology) or material assets of any of the Transferred Subsidiaries generally within outside the applicable Covered Territory ordinary course of business, consistent with past practice; (ix) with respect to any Transferred Subsidiary, make or change any Tax election, amend any Tax Return or settle or compromise any Tax audit or controversy that could have an adverse effect (Fother than an immaterial one) for which Seller on Purchaser, any Transferred Subsidiary or its Subsidiaries shall be solely liable and which shall not affect in any way the obligations of Purchaser under this Agreement or the Employee Matters Agreement or, following Affiliate thereof after the applicable Closing Date(other than the filing of Tax Returns in the ordinary course of business, result consistent with past practice unless an inconsistency is required by applicable Tax laws); (x) make outside of the ordinary course of business consistent with past practice any loans, advances or capital contributions to, or investment in, any other person (other than any Transferred Subsidiary) to the extent such loan, advance or capital contribution is made by a Transferred Subsidiary or would constitute Acquired Assets; (xi) materially adversely change any rights, coverage or obligations of the Business and the Acquired Assets under insurance policies covering the Business in a manner inconsistent with any changes in rights, coverage or obligations made by Seller with respect to its businesses (other than the Business); (xii) settle any legal proceeding where the terms or impact of such settlement would impose any material non-monetary obligation on the Business after the Initial Closing Date or include an admission of liability material to the Business; (xiii) amend the organizational documents of the Transferred Subsidiaries; (xiv) except in the ordinary course of business, enter into, materially modify, renew, extend or terminate any Material Contract or enter into any Contract that would have been a Material Contract if such Contract existed on the date of this Agreement; (xv) engage in any material transaction with a Selling Company or Transferred Subsidiary outside the ordinary course of business, consistent with past practice, including, without limitation, with respect to the collection of intercompany receivables and the payment of intercompany payables, except as contemplated by Section 10.05; (xvi) incur any indebtedness for borrowed money (other obligations of Purchaser than capital leases), except for any indebtedness that is by its terms repayable at or prior to the applicable Closing; or (xvii) agree, whether legal, contractual in writing or otherwise) in addition , to those Purchaser would otherwise have had but for this clause (F)do any of the foregoing.

Ordinary Conduct. (a) Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise contemplated or expressly permitted by the Transaction Agreementsterms of this Agreement, from the date of this Agreement hereof to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall cause the Customer Care Business to be conducted in all the ordinary course in substantially the same manner as currently conducted, including as to capital spending, and shall make commercially reasonable efforts consistent with past practice to preserve the relationships of the Business with material respects customers, suppliers, employees and others with which or whom the Company, the Company Subsidiary or the applicable Seller Entity deals. Prior to the Closing, Seller shall cause the Company Subsidiary to use commercially reasonable efforts to reduce leakage under the Aetna U.S. HealthCare ("USHC") and Prudential Insurance Company of America ("Prudential") laboratory network management contracts which will include using commercially reasonable efforts to enter into subcontracts for laboratory services and using commercially reasonable efforts to require USHC and Prudential to meet their respective contractual obligations to reduce leakage. Seller shall not be obligated to, directly or indirectly, provide any funds to the Company, the Company Subsidiary or the applicable Seller Entity other than in the ordinary course of business consistent with past practices, and in particular, Seller shall cause practice. From the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental date hereof to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to Seller or its other Subsidiaries, in each case, on or prior to the applicable Closing Date, to the extent permitted by Applicable Law. (b) Without limiting the foregoing, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)Closing, Seller shall not, and shall cause not permit the Customer Care Business not Company, the Company Subsidiary, Seller Subsidiary or any Seller Entity to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares or the Other Assets set forth in Section 10.01 not being satisfied. In addition, except as Buyer otherwise consents in writing or as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall not permit the Company, the Company Subsidiary and, with respect to the Other Assets, the Seller Entities to do any of the following without the prior written consent of Buyer: (a) in the case of the Company or the Company Subsidiary, amend its Certificate of Incorporation or Bylaws; (b) in the case of the Company or the Company Subsidiary, declare or pay any dividend or make any other distribution to its stockholders whether or not upon or in respect of any shares of its capital stock; provided, however, that (i) enter intoBuyer acknowledges that neither the Company nor the Company Subsidiary maintains cash balances and, adoptfrom time to time and at the time of the Closing, amend Seller will cause to be withdrawn any cash balances of the Company and the Company Subsidiary, which withdrawals may be made, among other things, as dividends or terminate any material distributions to Seller Benefit Plan, material Required Benefit Plan, material Seller Benefit Agreement, material Required Benefit Agreement Subsidiary or material Employee Representative Agreement or its Affiliates and (ii) increase dividends and distributions may continue to be made by the Company Subsidiary to the Company; (c) in the case of the Company or the Company Subsidiary, redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock; (d) adopt or amend in any manner the compensation material respect any Company Benefit Plan or benefits of, or pay or otherwise grant any material benefit (including any equity or equity-based award) to, any Covered Employee, in each of clauses (i) and (ii)collective bargaining agreement, except (A) to the extent as required by Applicable Law; (e) grant to any executive officer or employee of the Company or the Company Subsidiary or to be transferred to Buyer in accordance with Section 8.13 any increase in compensation or benefits, (B) as may be required under the terms and conditions of any Seller Benefit Plan, Required Benefit Plan, Seller Benefit Agreement, Required Benefit Agreement or Employee Representative Agreement, as in effect on the date hereof, (C) as effected except in the ordinary course of business consistent with past practice (which, or as may be required under existing agreements or by Applicable Law and except for the avoidance of doubt, shall not include broad-based equity or equity-based awards similar to the Centennial restricted stock unit grant in 2011), (D) as expressly provided for in this Agreement or the Employee Matters Agreement, (E) as would relate to a substantial number of similarly situated employees of Seller or its Subsidiaries generally within the applicable Covered Territory or (F) any increases for which Seller or its Subsidiaries shall be solely liable obligated; (f) incur or assume any liabilities or indebtedness for borrowed money or guarantee any such or indebtedness, other than intercompany debt between the Company and the Company Subsidiary or intercompany debt between the Company or the Company Subsidiary, on one hand, and Seller or any Affiliate of Seller, on the other hand, which shall not affect in each case will be repaid, forgiven or otherwise terminated on or prior to the Closing Date; (g) make any change in any way accounting policy of the obligations Business other than those required by U.S. GAAP or Applicable Law of Purchaser under this Agreement the United States or any political subdivision or agency thereof; (h) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than Inventory in the ordinary course of business consistent with past practice) which are material, individually or in the aggregate, to the Business, taken as a whole; (i) make or incur any capital expenditure that is not currently approved in writing and consistent with the budget for the period between the date hereof and the Closing (a copy of such budget is set forth as Section 5.02(i) of the Seller Disclosure Schedule) and which, individually, is in excess of $1,000,000 or, in the aggregate, are in excess of $5,000,000; (j) sell, lease or otherwise dispose of any of its assets which are material, individually or in the aggregate, to the Company, the Company Subsidiary, or the Employee Matters Agreement Other Assets taken as a whole, except in the ordinary course of business consistent with past practice; (k) enter into any lease of real property, other than in the ordinary course of business consistent with past practice with respect to leases under which an aggregate amount of less than $250,000 is payable per annum, except any renewals of existing leases in the ordinary course of business; (l) enter into any arrangement that will outsource activities currently performed by Continued Employees involving payments in excess of $250,000 per annum; (m) settle any claim or litigation if such settlement (x) would result in material injunctive or other equitable relief or (y) relates to the matters referenced in Section 11.06(b) unless paid before the Closing Date; (n) enter into any agreement or arrangement that would be a Company Contract under paragraph (iii) of Section 3.11(a) if in existence on the date hereof or modify, terminate or amend any such Company Contract; (o) make any material federal, state, local or foreign tax election except for elections made in the ordinary course of business, in accordance with past practice or, following provided Seller notifies Buyer of such change, are required by any change in Applicable Law; (p) enter into any agreement, contract or other instrument requiring the Company or the Company Subsidiary to (A) refer any anatomic pathology specimens to any provider of anatomic pathology services, or (B) refer any clinical laboratory specimens to any clinical laboratory other than a clinical laboratory owned, managed or operated by the Company or the Company Subsidiary, in each case which is not terminable by the Company, the Company Subsidiary, Seller or the applicable Closing DateSeller Entity by notice of not more than 90 days without penalty therefor; (q) enter into any agreement, result contract or other instrument requiring the Company or the Company Subsidiary to provide any clinical laboratory data to any third party (other than data that relates to, or is derived from, the Clinical Laboratory Services provided to such third party) or pursuant to which the Company or the Company Subsidiary assigns ownership to any clinical laboratory data to any third party; or (r) agree, whether in any other obligations of Purchaser (whether legal, contractual writing or otherwise) in addition , to those Purchaser would otherwise have had but for this clause (F)do any of the foregoing.