Common use of Absence of Certain Changes and Events Clause in Contracts

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure Letter, since its inception, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's authorized or issued units; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of units; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoing; (d) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination; (f) sale, lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closing; (h) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 From January 1, 2011 to the date of the Disclosure Letter, since its inceptionthis Agreement, the Company has conducted operated its business only in the Ordinary Course ordinary course of Business business, and except as set forth on Section 3.7 of the Seller Disclosure Schedule, there has not been any: (a) change in the Company's ’s authorized or issued unitsshares or other equity interests; grant of any option or right to purchase units shares of the Company; issuance of any security convertible into such units or membership interestsshares; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company of any units or membership interests of the Companyshares; or declaration or payment of any dividend or other distribution or payment in with respect of unitsto any Shares; (b) amendment to the Organizational Governing Documents of the Company; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoing; (d) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, having a replacement cost of more than $10,000 for any single loss or prospects of the Company, taken as a whole$50,000 for all such losses; (ed) except the Gas Contract sale (as defined other than in the Burlington Purchase Agreement) that was terminated in connection with the termination ordinary course of the Trustbusiness), or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination; (f) sale, lease, lease or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closing; (he) material change in the accounting methods used by the Company; (f) declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (g) award or payment of any bonuses to Employees of the Company, or entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Employees or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such Employees; (h) making or rescinding of any election relating to taxes or settled or compromised any claim relating to taxes; (i) entry into any election not Contract, or modification or extension of any Contract; (j) making of any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to participate in the Seller or any operation proposed director, officer, partner, stockholder or Affiliate of the Seller; (k) mortgage, pledge or Encumbrance incurred upon any properties or assets of the Company; (l) making of, or commitment to be conducted make, any capital expenditures or capital additions or betterments; (m) issuance, creation, assumption, guarantee, endorsement or incurrence of any other liability or responsibility with respect to the Assets(whether directly, contingently, or otherwise) any Indebtedness; (n) grant of any license or sublicense of any rights under or with respect to any material Intellectual Property; (o) institution or settlement of any proceeding involving amounts in excess of $10,000; or (jp) agreementContract, whether oral commitment, arrangement or written, understanding agreed upon or entered into by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.16 of the Sorisole Disclosure Letter, since its inceptionthe date of the Sorisole Balance Sheet, the Company Sorisole has conducted its Sorisole's business only in the Ordinary Course of Business and there has not been any: (a) change in the CompanySorisole's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the Companycapital stock of Sorisole; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company Sorisole of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the CompanySorisole; (c) payment or increase by the Company Sorisole of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits pursuant to, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Sorisole; (e) damage to or destruction or loss of any asset or property of the CompanySorisole, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanySorisole, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to Sorisole of at least $10,000.00; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company Sorisole or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of Sorisole, including the Companysale, lease, or other disposition of any of the Sorisole Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to Sorisole in excess of $10,000.00; (hi) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsSorisole; or (j) agreement, whether oral or written, by the Company Sorisole to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.16 of the Disclosure Letter, since its inceptionthe date of the Balance Sheet, as of June 30, 1999 as audited in accordance with GAAP consistently applied, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyAcquired Companies, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Acquired Company of at least $1,000; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of $1,000; (hi) material change in the accounting methods used by the any Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.16 of the Disclosure Letter, since its inceptionthe date of the Balance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's ’s authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) except as indicated in Part 3.20 of the Disclosure Letter, payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, executive officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Applicable Contract with any of the foregoingdirector, executive officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (e) damage to to, or destruction or loss of of, any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyAcquired Companies, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, borrowing by an Acquired Company, or similar agreement, or (ii) any Applicable Contract or transaction which would have continued after the Closinginvolving a total remaining commitment by or to any Acquired Company, but for such terminationof at least $25,000; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of $25,000; (hi) material change in the accounting methods used by the any Acquired Company; (ij) enter into any election not to participate derivative instrument in any operation proposed to be conducted with respect to the Assetsa notional amount in excess of $500,000; or (jk) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 EXHIBIT 3.14 hereof, since the date of the Disclosure Letter, since its inceptionInterim ------------ Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the Companycapital stock; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or Employee of the foregoingCompany; (c) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any Employees of the Company; (d) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (e) except other than the Gas Contract (as defined entry into new Telephone Operating and Licensing Agreements in the Burlington Purchase Agreement) that was terminated in connection with the termination ordinary course of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letterbusiness, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after involving a total remaining commitment by or to the Closing, but for such terminationCompany of at least $50,000; (f) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to the ClosingCompany in excess of $10,000; (h) material change in the accounting methods used by the Company; (i) any election not material change in the financial condition, assets, liabilities or business of the Company; (j) adverse Order affecting the Company or the Company's business; (k) change in the method of collecting accounts receivable or acceleration in the collection of accounts receivable; (l) failure to participate pay expenses incurred in any connection with the operation proposed to be conducted with respect to of the AssetsCompany on a timely basis; or (jm) agreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of Since the Disclosure Letter, since its inceptionBalance Sheet ------------------------------------- Date, the Company has conducted its business operations only in the Ordinary Course of Business and there has not not, except in the Ordinary Course of Business, been any: (a) change in the Company's authorized or issued unitscapital stock of the Company; grant of any stock option or right to purchase units shares of capital stock of the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; issuance or sale of any securities of any class; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) payment or increase not in the Ordinary Course of Business by the Company or its subsidiaries of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or employee; (d) entry into any employment, severance, or similar material Contract with any of the foregoing; (d) damage to or destruction or loss of any asset or property of the Companydirector, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial conditionofficer, or prospects of the Company, taken as a whole; (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trustemployee, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination adoption of, or receipt of notice of termination of increase in the payments to or benefits under, any Contract or transaction which would have continued after the Closingprofit sharing, but for such termination; (f) salebonus, leasedeferred compensation, savings, insurance, pension, retirement, or other disposition of employee benefit plan for or with any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property employees of the Company; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closing; (he) material change in the accounting methods or principles used by the Company; (if) money borrowed or bonds, debentures, notes or other corporate securities of any election not to participate class issued or sold, including without limitation, those evidencing borrowed money, or payments prepaid or accelerated under any of the foregoing, or payments made in any operation proposed to be conducted respect thereof other than in accordance with respect to the Assetsregularly scheduled payments; or (jg) agreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in on Section 3.13 3.16 of the Seller Disclosure Letter, Schedule since its inceptionthe date of the Audited Statements, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in the Company's authorized or issued units; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock of any Acquired Company, other than distributions required to permit Sellers to pay federal and state income taxes at the highest federal, state and local income tax rates plus 1% on their Pro Rata Share of the Acquired Companies’ taxable income for 2007; (b) amendment to the Organizational Documents of the Company; (ci) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, memberor employee, manager, except for amounts accrued and reflected in the Interim Statements or as set forth in the Projections or payments or increases in employee salaries in the ordinary course of business consistent with past practice or (ii) entry into any employment, severance, or similar Contract with any director, officer, or employee; (c) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any employees of the foregoingany Acquired Company; (d) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as that would have a wholeMaterial Adverse Effect; (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, sales representative, joint venture, bank credit or similar Contract, or (ii) any other Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Acquired Company of at least $100,000; (f) any Contract made between or among any Acquired Company and either of the Sellers, except with respect to the transfer or conveyance of the Excluded Assets; (g) sale, lease, or other disposition of any material asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance (other than a Permitted Encumbrance) on any material asset or property of any Acquired Company, except with respect to the Companytransfer or conveyance of the Excluded Assets and other sales of inventory, consumption of disposables and collections of receivables in the ordinary course of business; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or knowing waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of $25,000; (hi) material change in the accounting methods used by any Acquired Company, except as set forth in the Company; (i) any election not to participate in any operation proposed to be conducted with respect notes to the AssetsAudited Statements; or (j) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Schedule 3.13, since the date of the Disclosure LetterBalance Sheet, since its inceptionSeller, and Eateries as it relates to the Company operation of the Restaurants, has conducted its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in the CompanySeller's authorized ownership or issued units; grant of any option or right options to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of unitsownership interest; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by Seller, or Eateries as it relates to the Company Restaurants, of any bonuses, salaries, or other compensation to any stockholderofficer, director, officer, member, manager, shareholder or (except in the ordinary course of business) employee or entry into any employment, severance, or similar Contract contract with any member, or employee other than oral employment contracts terminable at will deemed entered into with employees, other than management personnel, hired since the Balance Sheet Date; c) adoption of, or increase in the benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the foregoingSeller as it relates to the Restaurants; (d) damage to or destruction or loss of any asset or property of the CompanyRestaurants or used in the operation of the Restaurants, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a wholeRestaurants; (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after contract other than in the Closingordinary course of business, but for provided such termination;contract is terminable upon not less than thirty (30) day notice to the contracting party thereunder; or (f) sale, other than sales of inventory in the ordinary course of business, lease, Restaurant closing or other disposition of any asset or property of the Company a Restaurant or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closing; (h) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the Company to do any of the foregoingRestaurant.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.16 of the Disclosure Letter, since its inceptionthe date of the Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of capital stock of the Company; grant of any phantom or similar rights which give any Person any interest in any portion of the revenue or earnings of the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any director, officer, or employee (except in the Ordinary Course of Business and in accordance with the policies set forth in Part 3.16 of the Disclosure Letter or as provided below) ; (d) retirement, resignation, or other termination of the employment of any key employee nor any notice or notification regarding any intended retirement, resignation, or other termination of the employment of any key employee. (e) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company or any announcements, whether formal or informal, as to any of the foregoing; (df) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, which has or prospects of may have a Material Adverse Effect on the Company, taken as a whole; (eg) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of formal or informal notice or advice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after involving a total remaining commitment by or to the Closing, but for such terminationCompany of at least $100,000; (fh) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (gi) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to the ClosingCompany in excess of $100,000; (hj) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to Company from that reflected on the AssetsFinancial Statements; or (jk) agreement, whether oral or writtenwritten and whether formal or informal, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Schedule 3.15 of the Company Disclosure LetterSchedules or as otherwise expressly permitted pursuant to this Agreement, (i) since its inceptionDecember 31, 2024, the Company has and its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business Business, and (ii) without limiting the foregoing with respect to each, since December 31, 2024, there has not been any: (a) change in the Company's their authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the Companytheir capital stock; issuance of any security convertible into such units capital stock or membership interestsevidences of indebtedness (except in connection with customer deposits); 22 grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company them of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or shareholders with respect to the Organizational Documents of the Companysame; (c) payment or increase by the Company of any bonusesbonus, salaries, salary or other compensation to any stockholderof their shareholders, directordirectors, officerofficers or employees, memberexcept for normal payments or increases in the Ordinary Course of Business or in accordance with any then-existing Company Benefit Plan, manager, or employee or entry into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any of shareholder, director, officer or employee, except for the foregoingContemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (30) days’ notice or less, without penalty or premium; (d) adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Company Benefit Plan; (e) damage to or destruction or loss of any asset of their assets or property of the Companyproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of in the Company, taken as aggregate is greater than $100,000 or is otherwise a wholeCompany Material Contract; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement pursuant to any Contract or transaction which would have continued after the Closing, but for such termination; (f) sale, lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Companysimilar transaction; (g) except to the extent canceled for this Agreement, entry into any new, or waived in connection with the closing modification, amendment, renewal or extension (through action or inaction) of the transactions described terms of any existing, lease, Contract or license that has a term of more than one (1) year or that involves the payment by the Bank of more than $100,000 in the Burlington Purchase Agreement and aggregate; (h) Company Loan or commitment to make any Company Loan other than in connection with the termination Ordinary Course of Business; (i) Company Loan or commitment to make, renew, extend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the TrustBank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss” or “other loans specially mentioned,” or listed as a “potential problem loan”; (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any of their assets or properties, or mortgage, pledge or imposition of any Lien upon any of their material assets or properties, except: (i) for Company Permitted Exceptions; or (ii) as otherwise incurred in the Ordinary Course of Business; (l) cancellation or waiver by them of any claims or rights which would otherwise continue after with a value in excess of $100,000; 23 (m) investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the ClosingCompany or any of its Subsidiaries) individually or in the aggregate exceeding $100,000; (hn) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the accounting methods used opinion of the management of the Company or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by the Companyany Regulatory Authorities; (iq) change or revocation of any election not material Tax election, filing of any amended Tax Return, entry into any closing agreement, settlement of any material Tax claim or assessment, surrender of any right to participate in claim a material refund of Taxes, change of any operation proposed to be conducted method of accounting for Tax purposes, waiver or extension of any statute of limitations with respect to the Assets; orTaxes; (jr) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (s) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (t) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $100,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (u) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements, other than in the Ordinary Course of Business; (v) hiring of any employee with an annual salary in excess of $125,000; (w) agreement, whether oral or written, by the Company it to do any of the foregoing; (x) failure to maintain in full force and effect any insurance policy in effect as of December 31, 2024, in each case, on substantially the same terms as in effect on December 31, 2024; or (y) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 on Schedule 3.02(q) of the Disclosure LetterPackage, since its inceptionDecember 31, 2002, the Company Business has been conducted its business only in the Ordinary Course of Business ordinary course consistent with the past practice and except as contemplated by the transactions described herein there has not been any: (ai) change in the Company's authorized or issued units; payment, grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of units; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, member, manager, consultant or employee (except in the ordinary course of business consistent with past practice) Employee or UK Employee or entry into any employment, severance, severance or similar Contract contract or arrangement with any of director, officer, consultant, Employee or UK Employee with respect or relating to the foregoingBusiness; (dii) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any Employees or UK Employees; (iii) damage to or destruction or loss of any Purchased Asset or asset or property of used by the UK Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, condition or prospects of the CompanyBusiness, taken as a whole; (eiv) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the entry into, termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract license, distributorship, dealer, sales representative, joint venture, credit or transaction which would have continued after the Closing, but for such terminationsimilar agreement; (fv) salesale (other than sales of inventory in the ordinary course of Business consistent with past practice), lease, lease or other disposition of any Purchased Asset or asset or property of used by the UK Company or mortgage, pledge, pledge or imposition of any lien or other encumbrance on any material Purchased Asset or asset used by the UK Company, including the sale, lease or property other disposition of the Companyany Intellectual Property; (gvi) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after rights, other than as relates to the ClosingExcluded Assets or Excluded Liabilities, with a value to the Business in excess of One Hundred Fifty Thousand Dollars ($150,000); (hvii) material change in the accounting methods practices used by the CompanyUK Company or the Business; (iviii) guarantee of any election not to participate debt for borrowed money, borrowing of money or increase of any debt for borrowed money, except borrowings and intercompany transfers for working capital from Seller made in any operation proposed to be conducted the ordinary course of business consistent with respect to the Assetspast practice; or (jix) agreement, whether oral or written, by Seller or the UK Company with respect or relating to the Business to do any of the foregoing. Schedule 3.02(q) of the Disclosure Package describes each material pending dispute with any customer or vendor of Seller or the UK Company with respect to the Business where the amount in dispute is in excess of Fifty Thousand Dollars ($50,000) or where the customer or vendor has threatened in writing to terminate the relationship. Since December 31, 2002, as applicable, neither Seller nor the UK Company has received written notice that any material customer or vendor plans to discontinue or materially limit its relationship with respect to the Business.

Absence of Certain Changes and Events. Except as otherwise set forth in Section 3.13 of the Disclosure Letterthis Agreement or on Schedule 4.22, since its inceptionDecember 31, 2012, the Company and each Acquired Subsidiary has conducted its business only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each, since December 31, 2012, there has not been any: (a) change in the Company's its authorized or issued unitsequity securities; grant of any option or right to purchase units shares of the Companyits equity securities; issuance of any security convertible into such units equity securities or membership interestsevidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company it of any units or membership interests shares of the Companyany such equity securities; or declaration or payment of any dividend or other distribution or payment in respect of unitsits equity securities, except as reflected on the Company Financial Statements; (b) amendment to the its Organizational Documents or adoption of any resolutions by its board of directors or shareholders with respect to the Companysame; (c) payment or increase by the Company of any bonusesbonus, salaries, salary or other compensation to any stockholderof its shareholders, directordirectors, officerofficers or employees, memberexcept for payments or increases in the Ordinary Course of Business or in accordance with any then-existing Company Employee Benefit Plan disclosed in the Schedules, manager, or employee or entry into any employment, severanceconsulting, noncompetition, change in control, severance or similar Contract with any of shareholder, director, officer or employee, except for the foregoingContemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (30) days’ notice or less, without penalty or premium; (d) adoption, amendment (except for any amendment necessary to comply with any Applicable Laws and Regulations) or termination of, or increase in the payments to or benefits under, any Company Employee Benefit Plan; (e) damage to or destruction or loss of any asset of its assets or property of the Companyproperty, whether or not covered by insurance, materially insurance and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of in the Company, taken as a wholeaggregate is greater than Fifty Thousand Dollars ($50,000); (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement pursuant to any Contract or transaction which would have continued after the Closing, but for such terminationany similar transaction; (fg) entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a term of more than one year or that involves the future payment by it of more than Fifty Thousand Dollars ($50,000) in the aggregate; (h) Loan or commitment to make any Loan other than in the Ordinary Course of Business; (i) Loan or commitment to make, renew, extend the term or increase the amount of any Loan to any Person if such Loan or any other Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Company, the applicable Acquired Subsidiary or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (j) incurrence by it of any obligation or Liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale, lease, lease or other disposition of any asset of its assets or property properties other than in the Ordinary Course of the Company Business, or mortgage, pledge, pledge or imposition of any lien or other encumbrance on upon any of its material asset assets or property properties, except: (i) for Permitted Exceptions; (ii) as otherwise incurred in the Ordinary Course of Business; (iii) the Companysale of stock of Visa, Inc.; or (iv) the sale of mortgage servicing rights; (gl) except to the extent canceled or waived in connection with the closing of the transactions described collection efforts conducted in the Burlington Purchase Agreement and in connection with the termination Ordinary Course of the TrustBusiness, cancellation or waiver by it of any claims or rights which would otherwise continue after the Closingwith a value in excess of Twenty-Five Thousand Dollars ($25,000); (hm) any single investment by it of a capital nature exceeding Fifty Thousand Dollars ($50,000), or aggregate investments of a capital nature exceeding One Hundred Thousand Dollars ($100,000); (n) merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the opinion of its management to respond to then-current market or economic conditions or as may be required by any Regulatory Authorities or, in the case of accounting methods used changes, as required by the Companyreason of changes in GAAP; (q) filing of any applications for additional offices or branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, in a single transaction in excess of Twenty-Five Thousand Dollars ($25,000) in aggregate value, and also excluding, when conducted in the Ordinary Course of Business: (i) the pledging of investment securities to secure public funds; (ii) entry into any election not to participate repurchase agreements; (iii) the sale of mortgage loans in the secondary market; (iv) purchases and sales of mortgage securities; (v) sales of mortgage servicing rights; and further excluding: (vi) the sale of the real estate owned by the Company or an Acquired Subsidiary and located at the corner of ▇▇▇▇▇▇▇ Boulevard and Euclid Avenue, in St. Louis, Missouri; and (vii) the sale of stock of Visa, Inc.; (t) purchase or other acquisition of any investments, direct or indirect, in any operation proposed derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements, other than forward sales of loans or securities into the secondary market made in the Ordinary Course of Business; (u) hiring of any employee with an annual salary in excess of One Hundred Thousand Dollars ($100,000), except for employees at will who are hired to be conducted with respect to the Assetsreplace employees who have resigned or whose employment has otherwise been terminated; or (jv) agreement, whether oral or written, by the Company it to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 2.17 of the Disclosure Letter, since its inceptionAugust 31, the Company has conducted its business only in the Ordinary Course of Business and 2001 there has not been any: (a) change in the any Acquired Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; or purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests of the Company; or declaration or payment shares of any dividend or other distribution or payment in respect of unitssuch capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any Seller, stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) discharge or satisfaction of any Encumbrance, or payment of any obligation or liability (fixed or contingent) other than liabilities included in the Balance Sheet and current liabilities incurred since the date of the Balance Sheet in the Ordinary Course of Business as reflected on the Closing Balance Sheet; (e) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (f) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of any of the Company, taken as a wholeAcquired Companies; (eg) except the Gas Contract entry into (as defined in the Burlington Purchase Agreementi) that was terminated in connection with the termination of the Trustany license, sales representative, joint venture, credit, or as disclosed in Section 3.13(esimilar agreement, or (ii) any Applicable Contract outside the Ordinary Course of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, Business; (h) termination of, or receipt of notice of termination of (i) any license, sales representative, joint venture, credit, or similar agreement or (ii) any Applicable Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by any Acquired Company of at least $100,000.00; (fi) sale, lease, or other disposition of any asset of any Acquired Company other than sales of inventory in the Ordinary Course of Business or property dispositions of minor items of personal property, the Company cumulative effect of which is not material to any Acquired Company, or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of the any Acquired Company; (gj) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to any Acquired Company in excess of $100,000.00, except for lien releases given in the ClosingOrdinary Course of Business; (hk) material change in the accounting methods used by the any Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (jl) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 4.15 of the Parent Disclosure LetterSchedule, since its inceptionthe date of the Company Audited Financial Statements, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the Company's authorized or issued units; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of units; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, shareholder (other than by way of lawful distribution) or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (db) adoption of, or increase in the payments to or benefits under, any Employee Benefit Plan for or with any employees of any Acquired Company; (c) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyAcquired Companies, taken as a whole; (ed) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Acquired Company of at least US $50,000; (fe) sale, lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets, which disposition, mortgage, pledge or Encumbrances is reasonably likely to have a material adverse effect on the Acquired Companies, taken as a whole; (gf) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of US $50,000; (hg) material change in the accounting methods used by the Company; (i) any election not to participate Acquired Company except as otherwise provided in any operation proposed to be conducted with respect to the AssetsSection 7.7 of this Agreement; or (jh) agreement, whether oral or written, entry into any Contract by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Schedule 3.16 of the JJMA Disclosure LetterSchedules, since its inceptionDecember 31, the Company 2003, JJMA has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's JJMA’s authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the Companycapital stock or other equity interest of JJMA; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company JJMA of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or any payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the CompanyJJMA; (c) payment or increase by the Company JJMA of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, officer or executive employee of Vice President level or higher (other than base salary) or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or executive employee; (d) adoption of, or an amendment or modification resulting in an increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of JJMA; (e) damage to or destruction or loss of any asset or property Asset of the CompanyJJMA, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, which has had or prospects of the Company, taken as would reasonably be expected to have a whole;Material Adverse Effect on JJMA. (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination Ordinary Course of the Trust, or as disclosed in Section 3.13(e) of the Disclosure LetterBusiness, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination or acceleration of (i) any material license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to JJMA of at least $100,000; (fg) except in the Ordinary Course of Business, sale, lease, or other disposition of any asset or property material Asset of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the CompanyJJMA; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to JJMA in excess of $50,000; (hi) material change in the accounting methods used by the Company; JJMA or any change (iwhether material or not) any election not to participate in any operation proposed to be conducted conformity with respect to the AssetsGAAP; or (j) agreementcapital expenditures or commitments therefor in any fiscal year (or portion thereof) aggregating more than $750,000; (k) commitment made to, or liability incurred to, any labor organization; (l) capital investment in, any loan to, or any acquisition of the securities, Assets (except for Assets acquired in the Ordinary Course of Business) or the business of, any other Person (or series of related capital investments, loans, and acquisitions); (m) issuance of any note, bond, or other debt security or creation, incurrence, assumption, or guaranty of any indebtedness for borrowed money or capitalized lease obligation; (n) amendment, cancellation, compromise, waiver, or release of any right or claim (or series of related rights and claims) outside the Ordinary Course of Business or any acceleration of collection of accounts receivable or delay or postponement in payment of accounts payable or other liabilities; (o) declaration, set aside, or payment of any dividend or any distribution with respect to its capital stock (whether oral in cash or writtenin kind) or redemption, purchase, or acquisition of any of its capital stock, or grant to any Person of any option or other right to acquire any shares of capital stock or other securities of JJMA; (p) entering into employment contracts, written or oral, or modification of the terms of any existing contracts or agreements, other than “at-will” employment contracts with normal severance terms in accordance with JJMA’s policies and past practice; (q) modification of any retention, severance or incentive agreement related to the Contemplated Transactions; (r) making of any material Tax election or settlement of any material Tax liability (other than the payment of Taxes required on or before their due date); (s) write down of the value of any Assets of JJMA or write-off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business, none of which, individually or in the aggregate, are material; (t) any liens or Encumbrances imposed on JJMA’s Assets; (u) settlement, compromise or commencement of any Proceeding; (v) entering into of any Contract outside the Ordinary Course of Business; or (w) agreement by the Company JJMA to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Schedule 5.14, since the date of the Disclosure Letter, since its inceptionBalance Sheet, the Subject Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's authorized or issued unitscapital stock of, or other equity interests in, the Subject Company; grant of any stock option or right to purchase units shares of capital stock, of or other equity interests in, the Subject Company; issuance of any security convertible into such units capital stock or membership other equity interests; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Subject Company of any units shares of any such capital stock or membership interests of the Companyother equity interests; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock or other equity interests; (b) amendment to the Organizational Documents of the Subject Company; (c) payment or increase by the Subject Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, officer or (except in the Ordinary Course of Business) employee or entry into any employment, severance, severance or similar Contract with any director, officer or (except in the Ordinary Course of the foregoingBusiness) employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any employees of the Subject Company; (e) damage to or destruction or loss of any asset or property of the Subject Company, whether or not covered by insurance, materially and adversely affecting that would have a Material Adverse Effect on the properties, assets, business, financial condition, or prospects of the Subject Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination or acceleration of, or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture, credit or similar agreement or (ii) any Contract or transaction which would have continued after involving a Liability by or to the ClosingSubject Company of at least $10,000, but for such terminationexcept those entered into in the Ordinary Course of Business; (fg) salesale (other than sales in the Ordinary Course of Business), lease, lease or other disposition of any material asset or property of the Subject Company or mortgage, pledge, pledge or imposition of any lien or other encumbrance Encumbrance on any material asset or property of the Subject Company, including the sale, lease or other disposition of any of the Intellectual Property Assets; (gh) delay or failure to repay when due any obligation, including without limitation, accounts payable and accrued expenses, except to the extent canceled or waived in connection with the closing of the transactions described non-material obligations in the Burlington Purchase Agreement and Ordinary Course of Business; (i) accrual of any expenses except for such accruals in connection with the termination Ordinary Course of the Trust, Business; (j) capital expenditures in excess of $10,000; (k) cancellation or waiver of any claims or rights which would otherwise continue after with a value to the ClosingSubject Company in excess of $10,000; (hl) any payment, discharge or satisfaction of any Liability by the Subject Company, other than the payment, discharge or satisfaction of Liabilities, in the Ordinary Course of Business; (m) incurrence of or increase in, any material Liability, except in the Ordinary Course of Business, or any deferred payment of or failure to pay when due, any material Liability; (n) material change in the accounting methods used by the Subject Company; (io) material disagreement or dispute with any election not to participate in any operation proposed to be conducted key employee of the Subject Company with respect to the Assetscompensation, equity ownership, duties or authority; or (jp) agreement, whether oral or written, by the Subject Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Schedule 3.7 of the Disclosure LetterSchedule and except for the transactions contemplated by this Agreement and the Ancillary Agreements, including without limitation the Restructuring Transactions and the execution of the Ancillary Agreements, since its inceptionthe date of the Final Year End Statements, the each Company and each Company Subsidiary has conducted the Business only in, and has not engaged in any transaction other than according to the ordinary and usual course of such business in a manner consistent with its business only in the past practice ("Ordinary Course of Business Business"), and there has not been any: (a) change in the Company's business, operations, properties, assets, or financial condition of any Company or any Company Subsidiary that, individually or in the aggregate, has had, does have or would reasonably be expected to have a Material Adverse Effect on Companies; (i) change in the authorized or issued unitscapital stock of any Company or any Company Subsidiary; (ii) grant of any option new or amendment of any existing stock option, warrant, or other right to purchase units shares of the Companycapital stock of any Company or any Company Subsidiary; (iii) issuance of any security convertible into such units the capital stock of any Company or membership interestsany Company Subsidiary; (iv) grant of any registration rightsrights in respect of the capital stock of any Company or any Company Subsidiary; (v) reclassification, combination, split, subdivision, purchase, redemption, retirement, issuance, sale, or any other acquisition or disposition, directly or indirectly, by the any Company or any Company Subsidiary of any units or membership interests shares of the Companycapital stock of any Company or any Company Subsidiary; (vi) amendment of any material term of any outstanding security of any Company or declaration any Company Subsidiary; (vii) except as permitted by subsection 3.7(n), declaration, setting aside or payment of any dividend (whether in cash, securities or other property) or other distribution or payment in respect of units; the shares of the capital stock of any Company or any Company Subsidiary except that (bx) amendment during the period between the date hereof and prior to the Organizational Documents Closing, Liberty Life may, to the extent permitted by applicable Law, declare and pay normal quarterly dividends in an amount not to exceed $5,500,000, or a prorated portion thereof (it being understood that, in the event Liberty Life declares and pays with respect to any given quarter a quarterly dividend in an amount less than $5,500,000, including, without limitation, because of the Companyrestrictions imposed on such declarations or payments set forth below in this subsection 3.7(b), Liberty Life shall be permitted to include in any subsequent quarterly dividends the difference between $5,500,000 and the amount of the quarterly dividend actually paid if at the time of the subsequent quarterly dividend such additional amount would be permissible under this subsection) (collectively, the "Regular Dividends") and (y) immediately prior to the Closing, Liberty Life may, to the extent permitted by applicable Law, declare and pay a single special dividend (the "Special Dividend", and together with the Regular Dividends, the "Liberty Life Dividends") in an amount of up to $70,000,000, it being further understood that the Special Dividend shall consist first, of the assets listed on Schedule 3.7(b) of the Disclosure Schedule, including all distributions, dividends and other payments declared with respect to such assets from and after March 31, 2000 (collectively, the "Excluded Assets"), which assets shall be valued in the aggregate, for purposes of this Section 3.7(b), at $16,793,522, and second, cash in the amount of the difference between the total amount permitted to be included in the Special Dividend pursuant to applicable Law and $16,793,522; the parties further agree that (i) the cash component of the Special Dividend may be funded by the sale, to be effectuated concurrently with the Closing, of assets of Liberty Life (the "Asset Sale"), which assets shall be mutually agreed upon by Seller and the Buyer at least 20 days prior to the Closing Date and (ii) that the Regular Dividends may be paid (I) only to the extent that, after giving effect to such payment, the Total Adjusted capital as defined in South Carolina Code ▇▇▇. Section 38-9-310 ("Total Adjusted Capital"), of Liberty Life shall be no less than $157,500,000; (II) only out of current earnings as recorded by Liberty Life in accordance with SAP (but not including in any calculation of current earnings pursuant to this Section 3.7(b), any earnings resulting from any changes in Liberty Life's allocation of its assets other than in the Ordinary Course of Business, it being understood that any such change in asset allocation shall be made in good faith and not for the purpose of increasing the permitted Regular Dividend); and (III) only to the extent that Seller in good faith projects (including projected earnings) that the Total Adjusted Capital of Liberty Life, after giving effect to the Regular Dividend, will be no less than 730 percent of Liberty Life's Authorized Control Level, as defined in South Carolina Code ▇▇▇. Section 38-9-310, for the quarter end prior to the quarter in which the Regular Dividend is declared and paid; or (viii) sale or pledge of any stock or other equity interests owned by any Company in the Company Subsidiaries; (c) payment amendment or increase other change in any Company's or Company Subsidiary's Organizational Documents; (i) acquisition or divestiture (including by way of bulk reinsurance, merger, consolidation or acquisition of stock or assets) by any Company or any Company Subsidiary of any Person or any division thereof or portion of the assets thereof (other than Company Investment Assets (as defined in Section 3.28 hereof), which are addressed in Subsection 3.7(g)(ii) hereof) that is material to the Companies and the Company Subsidiaries, taken as a whole, it being understood that any reinsurance transaction pursuant to which $2,000,000 or more in annual written premiums are ceded or assumed, or any renewal, extension or modification thereto, shall be considered material for purposes of this subsection; (ii) liquidation, dissolution or winding up of, or disposition of a portion of the assets (including by way of bulk reinsurance, whether on an indemnity or assumption basis) of, any Company or any Company Subsidiary that is material to the Companies and the Company Subsidiaries, taken as a whole; or (iii) organization of any bonusesnew Company Subsidiary or joint venture by any Company or any Company Subsidiary; (e) change in any material respect in the underwriting, salariesinvestment, actuarial, reserving, financial reporting or accounting practices, principles or policies of any Company or Company Subsidiary, other than as required by a change in Regulation S-X under the Exchange Act, GAAP, SAP or applicable Law; (f) except for any non-recurring payments by Seller which do not or would not result in any current or future Liability to the Companies, Company Subsidiaries or Buyer and, for such payments made subsequent to the date hereof, of which Buyer has received prior written notice, (i) increase in salary, bonus or other compensation to (other than compensation increases not exceeding five (5) percent per annum and otherwise made in the Ordinary Course of Business) of any stockholderemployee or director of any Company or any Company Subsidiary or of any Transferred Employee; (ii) increase in benefits or increase in severance for the benefit of any employee or director of any Company or any Company Subsidiary or of any Transferred Employee, director, officer, member, managerin each case in excess of $50,000 per annum, or employee any material waiver or entry into material variation for the benefit of any employment, severancesuch Person; (iii) amendments to, or similar Contract with any payments or grants of awards that were not made pursuant to the terms, as of the foregoingdate of this Agreement, of any Benefit Plan existing as of the date hereof, or adoption or execution of any new Benefit Plan (other than any such events in the Ordinary Course of Business); or (iv) establishment or adoption of, or amendment to, any collective bargaining agreement; (di) damage to or destruction or loss of any asset or property property, including the Owned Real Property (as defined in Section 3.13(a) hereof) of the CompanySeller, of any Company or any Company Subsidiary, whether or not covered by insurance, materially and adversely affecting that has had, does have or would reasonably be expected to have, individually or in the propertiesaggregate, assetsa Material Adverse Effect on the Companies; (ii) sale, business, financial conditionlease or other disposition of any Company Investment Asset of any Company or any Company Subsidiary reflected on the relevant Final Year End Statement, or prospects any other assets of any Company or any Company Subsidiary which are "admitted assets" for purposes of SAP, in each case other than (I) in accordance with Liberty Life's Investment Policy Statement as previously furnished to Buyer, (II) in the Ordinary Course of Business and (III) of aggregate book value of less than $5,000,000; or (iii) mortgage, pledge or imposition of any Lien upon any Company Investment Asset or other asset of any Company or any Company Subsidiary; (h) payment of, or accrual or commitment for, capital expenditures other than (I) as set forth on Schedule 3.7(h) of the CompanyDisclosure Schedule, (II) pursuant to a Contract for the provision of services by Liberty Services or (III) in an amount not in excess of $250,000; (i) incurrence of any new, or increase in any existing, indebtedness for borrowed money; (i) cancellation or waiver of any claims or rights with a value to any Company or any Company Subsidiary in excess of $1,000,000 or (ii) settlement or compromise of any Action (as defined in Section 3.8(a) hereof), other than settlement or compromise of Actions in which the amount paid in settlement or compromise, including the cost to each Company and each Company Subsidiary of complying with any provision of such settlement or compromise other than cash payments, does not exceed $1,000,000 and when the settlement or compromise does not create a precedent for claims, actions or proceedings that are reasonably likely to be material and adverse to the Companies and Company Subsidiaries, taken as a whole; (ek) except in the Gas Contract Ordinary Course of Business, change in (i) any contract or arrangement of any Company or any Company Subsidiary with any agent, broker, third party administrator, telemarketer, other marketer, vendor, distributor or similar entity ("Producers"), that is material to the Companies and the Company Subsidiaries, taken as a whole; (ii) any relationship with a policyholder, reinsurer or other Person having a business relationship with any Company or any Company Subsidiary that is material to the Companies and the Company Subsidiaries, taken as a whole; or (iii) existing levels of insurance coverage of any Company or any Company Subsidiary or cancellation or termination of any insurance policy naming any Company or any Company Subsidiary as a beneficiary or loss-payable payee that is material to the Companies and the Company Subsidiaries, taken as a whole; (l) Tax election made or changed, settlement of any material audit, filing of any amended Tax Returns (as defined in Section 3.9(j) hereof); (m) other than in the Burlington Purchase AgreementOrdinary Course of Business, entrance into or amendment, renewal or extension of, any Contract which would be required to be listed on Schedule 3.14(a) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e3.14(c) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such terminationSchedule; (fn) saleother than on an arm's-length basis, leaseamendment of any Intercompany Agreement (as defined in Section 3.14(c) hereof); except as disclosed in or permitted by Section 3.7(b)(vii), payment of any cash or other disposition consideration (including, without limitation, via an intercompany charge) to Seller or any Subsidiary or Related Person (as defined in Section 5.13(d) hereof) of any asset or property of the Seller, other than a Company or mortgageCompany Subsidiary (each, pledgea "Seller Party") for any purpose other than pursuant to an Intercompany Agreement and in the Ordinary Course of Business, or imposition except that Liberty Life may make payments to Seller, in the aggregate, of any lien or other encumbrance on any material asset or property up to $3,963,000 in respect of the Company; Taxes (gas defined in Section 3.9 hereof) except for periods prior to January 1, 1999 (but only to the extent canceled that the payment thereof complies in all respects with all applicable Laws and is permitted under and done in a manner that complies in all respects with GAAP and SAP); other than as set forth above payment of an amount of cash or waived other consideration (including, without limitation, via intercompany charges) to a Seller Party under any Intercompany Agreement that is computed in connection accordance with methodology (including, without limitation, unit costs and rates) that is not consistent with such methodology used to compute the closing payments under such Intercompany Agreement between the date of the transactions described in Final Year End Statements and the Burlington Purchase Agreement and in connection with the termination date of the Trustthis Agreement; or, cancellation other than as permitted pursuant to this Section 3.7(n), purchase of assets from, sale of assets to, or waiver entry into any other transaction of any claims kind with, any Seller Party, by any Company or rights which would otherwise continue after the Closing; (h) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsCompany Subsidiary, other than on an arm's-length basis and involving no more than $250,000; or (jo) agreement, agreement (whether written or oral and whether express or written, implied) by the any Company or any Company Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure Letteron Schedule 7.24 to this Agreement, since its inceptionDecember 31, 2007, ATPA and TBOL have conducted the Company has conducted its TBOL business only in the Ordinary Course of Business ordinary course and there has not been any: (a) 7.24.1 change in the Company's authorized or issued unitscapital stock of TBOL; grant of any stock option or right to purchase units shares of the Companycapital stock of TBOL; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of such capital stock; (b) amendment 7.24.2 change in the outstanding ownership of TBOL; grant of any option or right to the Organizational Documents purchase ownership in TBOL; issuance of the Companyany security convertible into such ownership in TBOL; (c) 7.24.3 payment or increase by the Company ATPA or TBOL of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the ordinary course of business) employee of TBOL or entry into any employment, severance, or similar Contract contract with any director, officer, or employee of the foregoingTBOL; (d) 7.24.4 adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of TBOL; 7.24.5 damage to or destruction or loss of any asset or property of the Companyproperty, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyTBOL, taken as a whole; (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, 7.24.6 entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any Contract license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to TBOL of at least $10,000; (f) 7.24.7 sale, lease, or other disposition of any asset or property of the Company property, or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property property, including the sale, lease, or other disposition of any of the Companyintellectual property assets; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, 7.24.8 cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to TBOL in excess of $10,000; (h) 7.24.9 material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsTBOL; or (j) 7.24.10 agreement, whether oral or written, by the Company ATPA or TBOL to do any of the foregoing.

Absence of Certain Changes and Events. Except as may be set forth in Section 3.13 Exhibit I, since the date of the Disclosure Letter, since its inceptionBalance Sheet, the Company has conducted its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in the Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of capital stock of the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents organizational documents of the Company; (c) payment or increase by the Company of any extraordinary bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the ordinary course of business) employee or entry into any employment, severance, or similar Contract contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (e) material damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any Contract license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any contract or transaction which would have continued after involving a total remaining commitment by or to the Closing, but for such terminationCompany of at least $25,000; (fg) salesale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to the Closing;Company in excess of $25,000; or (hi) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.14 of the Disclosure Letter, since its inceptionthe Balance Sheet Date, each of the Company Sellers has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change except in the Company's authorized or issued units; grant Ordinary Course of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchaseBusiness, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of units; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company any Seller of any bonuses, salaries, commissions or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingstockholder, director, officer, or employee; (db) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Seller; (c) damage to or destruction or loss of any asset or property of the Companyany Seller, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as having a wholeMaterial Adverse Effect; (ed) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated Ordinary Course of Business, sale (other than sales of inventory in connection with the termination Ordinary Course of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination; (f) saleBusiness), lease, or other disposition of any asset or property of the Company any Seller or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of the Companyany Seller; (ge) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination Ordinary Course of the TrustBusiness, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Seller in excess of $75,000; (hf) material change in the accounting methods used by any Seller; (g) material adverse change in the Companyfinancial condition, assets, liabilities, earnings, business or prospects of the Sellers, taken as a whole; (h) indebtedness or other liability or obligation (whether absolute, accrued, contingent or otherwise) incurred, or other transaction (except that reflected in this Agreement) engaged in, by any Seller, except those in the Ordinary Course of Business which are, individually and in the aggregate, less than $75,000 in amount; (i) acquisition of any election not to participate assets other than in the Ordinary Course of Business; (j) material reduction in the rate of, or gross margins associated with, bookings or orders for the products or services of any operation proposed to be conducted with respect to the AssetsSeller; or (jk) agreement, whether oral or written, by the Company any Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.17 of the Bisassist Disclosure Letter, since its inceptionthe date of the Bisassist Balance Sheet, the Company Bisassist has conducted its Bisassist's business only in the Ordinary Course of Business and there has not been any: (a) change in the CompanyBisassist's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the Companycapital stock of Bisassist; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company Bisassist of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the CompanyBisassist; (c) payment or increase by the Company Bisassist of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits pursuant to, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Bisassist; (e) damage to or destruction or loss of any asset or property of the CompanyBisassist, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyBisassist, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to Bisassist of at least $10,000.00; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company Bisassist or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of Bisassist, including the Companysale, lease, or other disposition of any of the Bisassist Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to Bisassist in excess of $10,000.00; (hi) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsBisassist; or (j) agreement, whether oral or written, by the Company Bisassist to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Schedule 5.1 hereto, since the date of the Disclosure Letter, since its inception, the Company has conducted its business only in the Ordinary Course of Business and interim financial statements there has not been anybeen: (ai) Any material adverse change in the Company's authorized financial condition, results of operation, assets, liabilities or issued units; grant prospects of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirementTRC, or other acquisition by the Company of any units occurrence, circumstance, or membership interests of the Company; or declaration or payment of combination thereof which reasonably could be expected to result in any dividend or other distribution or payment in respect of unitssuch material adverse change; (bii) amendment Any transaction relating to or involving TRC, or the Organizational Documents assets of TRC which was entered into or carried out by TRC other than for fair consideration in the Companyordinary course of business; (ciii) payment Any change by TRC in its accounting or increase by the Company of any bonuses, salaries, tax practices or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingprocedures; (div) damage to or destruction or loss Any incurrence of any asset or property liability, other than liabilities incurred in the ordinary course of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a wholebusiness consistent with past practices; (ev) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination; (f) Any sale, lease, or other disposition of, or any agreement to sell, lease, or dispose of any asset of its properties (whether leased or property owned), or the assets of TRC, other than sales, leases, or dispositions of goods, materials, or equipment in the ordinary course of business or as contemplated by this Agreement; (vi) Any event permitting any of the Company assets or mortgage, the properties of TRC (whether leased or owned) to be subjected to any pledge, encumbrance, security interest, lien, charge, or imposition claim of any kind whatsoever (direct or indirect) (collectively, "Liens"); (vii) Any increase in compensation or any adoption of, or increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other employee benefit plan, payment or arrangement to, for, or with any employee of TRC; (viii) Any payment or distribution of any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any persons related thereto; (ix) Any notice (written or unwritten) from any employee of TRC other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ that such employee has terminated, or intends to terminate, such employee's employment with TRC; (x) Any adverse relationship or condition with suppliers or vendors that may have an adverse effect on TRC; (xi) Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on TRC, the properties (whether leased or owned), or any such event which could be expected to have an adverse effect on TRC, the properties (whether leased or owned), or the assets of TRC; (xii) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which TRC is a party and relating to or affecting TRC other than any satisfaction by performance in accordance with the terms thereof in the ordinary course of business; (xiii) Any discharge or satisfaction of any lien or payment of any liabilities, other encumbrance on any material asset or property than in the ordinary course of the Companybusiness; (gxiv) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or Any waiver of any claims or rights which would otherwise continue after the Closingof substantial value by TRC, other than waivers having no material adverse effect on TRC; (hxv) material change in Any issuance of equity securities of TRC or any issuance of warrants, calls, options or other rights calling for the accounting methods used by the Companyissuance, sale, or delivery of TRC's equity securities; (ixvi) Any declaration of any election not dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to participate purchase or acquire any such shares; (xvii) Any amendment, or agreement to amend, TRC's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; (xviii) Any reduction, or agreement to reduce, the cash or short-term investments of TRC, other than to meet cash needs arising in the ordinary course of business; (xix) Any work interruptions, labor grievances or claims filed, proposed law or regulation or any operation proposed event of any character, materially adversely affecting future prospects of TRC; (xx) Any revaluation by TRC of any of its assets; (xxi) Any loan by TRC to be conducted with respect to the Assetsany person or entity, or any guaranty by TRC of any loan; or (jxxii) agreementAny other event or condition of any character which materially adversely affects, or reasonably may be expected to so affect, the assets of TRC or the properties (whether oral leased or written, by the Company to do any owned) of the foregoingTRC.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 on SCHEDULE 3.18 to this Agreement, since the date of the Disclosure Letter, since its inceptionBalance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officerofficer or employee, memberexcept in the Ordinary Course of Business, manager, or employee or entry into any employment, severance, or similar Contract with any director, officer or employee, except in the Ordinary Course of the foregoingBusiness; (d) adoption of, or increase in the payments or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, business or financial condition, or prospects condition of the CompanyAcquired Companies, taken as a whole; (ef) except the Gas Contract sale (as defined other than sales of inventory in the Burlington Purchase Agreement) that was terminated in connection with the termination Ordinary Course of the TrustBusiness), or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination; (f) sale, lease, lease or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, pledge or imposition of any lien or other encumbrance Encumbrance (other than Permitted Encumbrances) on any material asset or property of any Acquired Company, including the Companysale, lease or other disposition of any of the Intellectual Property Assets except as reflected by the Interim Balance Sheet; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closing; (h) material change in the accounting methods used by any Acquired Company; (h) issuance, delivery or agreement (conditionally or unconditionally) to issue or deliver any bonds, notes or other debt securities, or to borrow or agree not to borrow any funds, other than in the Ordinary Course of Business consistent with past practice, by any Acquired Company; (i) payment of any election not obligation or liability (absolute or contingent) other than liabilities reflected on the Balance Sheet and liabilities incurred since the date of the Balance Sheet in the Ordinary Course of Business consistent with past practice; (j) except in the Ordinary Course of Business consistent with past practice, any material amendment or termination of any Applicable Contract; (k) capital expenditures exceeding $25,000, for any single project or related series of projects; (l) charitable donations in excess of $5,000 in the aggregate; (m) cancellation of any debts owed to participate or claims held by any Acquired Company exceeding $25,000 in the aggregate (including the settlement of any operation proposed to be conducted with respect to claims or litigation) other than in the AssetsOrdinary Course of Business; (n) accelerated or delayed collection of notes or accounts receivable exceeding $25,000 in the aggregate in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course of Business; (o) accelerated or delayed payment of any account payable or other liability exceeding $25,000 in the aggregate beyond or in advance of its due date or the date when such liability would have been collected in the Ordinary Course of Business; or (jp) agreement, whether oral or written, by either the Sellers or any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Since the date of the Disclosure Letter, since its inceptionInterim Balance Sheet, the Company has Acquired Companies have conducted its business the Business only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests of the Company; or declaration or payment shares of any dividend or other distribution or payment in respect of unitssuch capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoing; (d) damage to or destruction or loss of any asset or property of the CompanyAcquired Company tangible asset, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as that would reasonably be expected to have a wholeCompany Material Adverse Effect; (ed) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of any Applicable Contract (other than Loans in the Ordinary Course) involving a total remaining commitment by or transaction which would have continued after the Closing, but for such terminationto any Acquired Company of more than $500,000; (fe) sale, lease, or other disposition of any asset or property of the Company any Acquired Company, or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, other than in the Ordinary Course; (f) material change in any Acquired Company;'s accounting methods; or (g) except to the extent canceled incurrence of any liability or waived in connection with the closing of the transactions described obligation whether absolute or contingent whether for borrowed money, lease obligation or otherwise, other than in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the ClosingOrdinary Course; (h) material change in the accounting methods used by with respect to the Company, declaration or payment of any dividend or other distribution in respect of its capital stock (other than the dividend on the Preferred Shares contemplated by Section 5.11); (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 3.15 of the Disclosure LetterSchedule, since its inceptionthe date of the Financial Statements, the Company has and its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course ordinary course of Business and business consistent with past practice. Without limiting the generality of the immediately preceding sentence, since December 31, 2005, there has not been anyany of the following on the part of the Company or any of its Subsidiaries: (a) change in the Company's authorized or issued units; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment redemption or repurchase or other acquisition, directly or indirectly, in respect of unitsshares of capital stock or Convertible Securities; (b) amendment to the Organizational Documents issuance or sale or authorization for issuance or sale, or grant of the Companyany options or other agreements with respect to, any shares of its capital stock or Convertible Securities, or any change in its outstanding shares of capital stock or other ownership interests or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise; (c) payment or increase by the Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, member, manager, consultant or employee except for increases in bonus compensation, accrued or to be paid, to employees in the ordinary course of business or entry into any employment, severance, severance or similar Contract with any of the foregoingdirector, officer or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, severance, savings, insurance, pension, retirement or other employee benefit plan for or with any employees; (e) damage to or destruction or loss of any asset property or property of the Companyasset, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as which may have a wholeMaterial Adverse Effect; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of of, any Contract or transaction which would have continued after involving a total remaining commitment by or to the ClosingCompany or any Subsidiary of at least $50,000, but for such terminationincluding the entry into (i) any document evidencing any indebtedness; (ii) any capital or other lease; or (iii) any guaranty (including "take-or-pay" or "keepwell" agreements); (fg) sale, lease, lease or other disposition (other than in the ordinary course of business consistent with past practice) of any asset or property of the Company or mortgage, pledge, or imposition of any lien or Encumbrance (other encumbrance than Permitted Encumbrances) on any material asset property or property of the Companyasset; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trustcancellation, cancellation compromise or waiver of any claims or rights which would otherwise continue after with a value to the ClosingCompany or any Subsidiary in excess of $50,000; (hi) material change in the method of accounting methods of the accounting principles or practices used by the CompanyCompany in the preparation of the Financial Statements or the Interim Financial Statements, except as required by GAAP; (ij) amendment or other modification of its respective Organizational Documents; (k) loss of services of any election not key employee or consultant or any loss of a material client; (l) loan or advance to participate any Person other than travel and other similar routine advances to employees in any operation proposed to be conducted the ordinary course of business consistent with respect to the Assetspast practice; or (jm) agreementagreement or commitment, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Schedule 3.15, since the date of the Disclosure LetterBalance Sheet, since its inception, ------------- the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in the any Acquired Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any shares of capital stock or issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoing(other than monthly salary and benefits budgeted for 2002); (d) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, or financial condition, or prospects condition of the CompanyAcquired Companies, taken as a whole; (e) except new loan agreements or guarantees entered into by the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such terminationAcquired Companies; (f) salesale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of US$25,000; (h) material change in the accounting methods used acquisitions of companies by the CompanyAcquired Companies; (i) any election not to participate change in any operation proposed to be conducted with respect to of the Assets; orofficers of the Acquired Companies; (j) transactions between Seller and the Acquired Companies; (k) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.16 of the Disclosure Letter, since its inceptionthe date of the Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's ’s authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of capital stock of the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock other than distribution to Seller of all funds in Company’s short-term investment account in the amount of $8,270,000 plus earnings through Closing, which distribution Buyer expressly approves; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (e) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to Company of at least $100,000; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to the ClosingCompany in excess of $100,000; (hi) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 3.16 of the Seller Disclosure LetterSchedule and actions taken in connection with the Restructuring or Excluded Operations, as of the date of this Agreement, since its inceptionthe date of the Balance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation (other than in the Ordinary Course of Business) to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in (other than in the Ordinary Course of Business) the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, business or financial condition, or prospects condition of the CompanyAcquired Companies, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Acquired Company of at least $200,000; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any material asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or Encumbrance, other encumbrance than a Permitted Encumbrance, on any material asset or property of any Acquired Company, including the Companysale, lease, or other disposition of any of the Intellectual Property; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of $200,000; (hi) material change in the accounting methods used by the any Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.18 of the Disclosure LetterSchedule, since its inceptionthe date of the Balance Sheet, the Holding Corporation and the Company has have conducted its their business only in the Ordinary Course of Business and there has not been any: (a) change in the Holding Corporation's or Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of capital stock of the Holding Corporation or the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Holding Corporation or the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the Holding Corporation or Company; (c) payment or increase by the Holding Corporation or the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee, or debt issued or advances made to any shareholder, director, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (e) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which damage, destruction or loss has materially and adversely affecting affected the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trustentry into, amendment or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after involving a total remaining commitment by or to the Closing, but for such terminationCompany of at least $25,000.00; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except purchase of any asset or property for more than $5,000.00 (the portion of the listing in Part 3.18 of the Disclosure Schedule relating to purchases of any asset or property in the Ordinary Course of Business for less than $25,000.00 is provided only to the extent canceled or waived in connection with Knowledge of Sellers, the closing of Holding Corporation, and the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, Company); (i) cancellation or waiver of any claims or rights which would otherwise continue after with a value to the ClosingCompany in excess of $10,000.00; (hj) repayment of any debt other than debt disclosed in the Balance Sheet or incurred in the Ordinary Course of Business since the date of the Balance Sheet; (k) material change in the accounting methods used by the Holding Corporation or the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (jl) agreement, whether oral or written, by the Holding Corporation or the Company to do any of the foregoing.

Absence of Certain Changes and Events. (a) Except as set forth in Section 3.13 ss.3.17 (a) of the Sellers' Disclosure LetterSchedule, since its inceptionthe Most Recent Fiscal Month End, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (ai) any event, occurrence, development or state of circumstances or facts which has had or is reasonably expected to have a material adverse effect, other than those resulting from changes in general conditions (including laws and regulations) applicable to the industry, or general economic conditions; (ii) any change in the Company's authorized or issued units; grant of any option or right to purchase units capital stock of the Company; issuance , any merger or consolidation with any other Person, any declaration, setting aside or payment of any security convertible into such units dividend (whether in cash, securities or membership interests; grant other property) or other distribution with respect to any shares of capital stock of the Company, or any registration rights; purchaserepurchase, redemption, retirement, redemption or other acquisition by the Company of any units outstanding shares of capital stock or membership other securities of, or other material ownership interests of in, the Company; , or declaration the issuance or payment sale by the Company of any dividend capital stock or the issuance or sale by the Company of any capital stock or the issuance or grant by the Company of any option, warrant, call, commitment, subscription, right to purchase or contract of any character relating to its authorized or issued capital stock or any securities convertible into, relating to or based on its capital stock or any arrangement or contract with respect to the purchase or voting of any shares of its or their respective shares of capital stock, or to adjust, split, combine or reclassify any of their respective securities or make any other distribution or payment changes in respect of unitstheir respective capital structure; (biii) amendment to the Organizational Documents of the Company; (civ) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee, or debt issued or advances made to any shareholder, director, officer, or employee; (dv) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (vi) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which damage, destruction or loss has materially and adversely affecting affected the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (evii) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trustentry into, amendment or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of (A) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (B) any Contract or transaction which would have continued after involving a total remaining commitment by or to the Closing, but for such terminationCompany of at least $10,000.00; (fviii) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (gix) except to the extent canceled purchase of any asset or waived in connection with the closing of the transactions described property other than in the Burlington Purchase Agreement and in connection with the termination Ordinary Course of the Trust, Business; (x) cancellation or waiver of any claims or rights which would otherwise continue after other than in the ClosingOrdinary Course of Business; (hxi) repayment of any debt other than debt disclosed in the Most Recent Balance Sheet or incurred in the Ordinary Course of Business since the Most Recent Fiscal Month End; (xii) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (jxiii) any occurrence, assumption or guarantee by the Company or of any Indebtedness in excess of $10,000; (xiv) any transaction or commitment made to acquire or dispose of any real property; (xv) any labor dispute, other than routine individual grievances, or, to the Knowledge of Sellers, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company, or any lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of Sellers any threats thereof by or with respect to any employees of the Company; (xvi) agreement, whether oral or written, by the Company to do any of the foregoing. (b) Prior to the Closing, the Sellers will not (i) sell or otherwise transfer or dispose of the Shares, (ii) pledge or otherwise encumber the Shares, (iii) enter into any shareholders agreement or voting trust agreement, or (iv) grant any proxy with respect to the Shares.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 4.18 of the Disclosure Letter, since its inceptionthe date of the Interim Balance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's authorized authorised or issued unitsshare capital; grant of any share option or right to purchase units shares of the any Acquired Company; issuance of any security convertible con-vertible into such units or membership interestsshare capital; grant of any registration rightsrights of any of the Acquired Companies securities; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of unitsany of its shares; (b) amendment to the Organizational Organisational Documents of the any Acquired Company; (c) except in the Ordinary Course of Business, payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, memberor employee, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) except in the Ordinary Course of Business, adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the any Acquired Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationtransac-tion involving a total remaining commitment by or to any Acquired Company of at least €31,743.45; (fg) other than in the Ordinary Course of Business, sale, lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to any Acquired Company in excess of , individually or in the Closingaggregate, €31,743.45; (hi) material change in the accounting methods used by the any Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure Lettercontemplated by this Agreement, since its inceptionJanuary 1, the 2008, each Company has conducted its business businesses only in the Ordinary Course of Business and and, except in the Ordinary Course of Business or in connection with the Contemplated Transactions, there has not been anyno: (a) change in the Company's authorized or issued unitscapital stock of any Company; grant of any stock option or right to purchase units shares of the capital stock of any Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Company of any units or membership interests stock of the Company; any Company or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Company; (c) payment entry into any transaction or increase Contract (or any agreement amending such Contract other than as required by Law) with any Affiliate of the Company or any of the Sellers other than (i) employment and employment-related Contracts with Affiliates listed in Schedule 3.22(a), (ii) the payment of salaries, (iii) the provision of benefits under any Employee Benefit Plan, (iv) the reimbursement of expenses pursuant to policies of each Company and (v) the Affiliate Leases; (d) prepayment or acceleration of the payment of any Indebtedness with an aggregate value of $250,000 or more; (e) payment of any kind which has an aggregate value of more than $250,000; (f) except as set forth on Schedule 3.10(f), other than as required by Law, payment, increase or acceleration by any Company with an aggregate value of $100,000 or more, of any bonuses, salaries, salaries or other compensation to any stockholdershareholder, director, officer, member, manager, officer or employee or entry into or amendment of any employment, severance, severance or similar Contract with any of the foregoingdirector, officer or employee; (dg) damage adoption or amendment (other than as required by Law) of, or increase in the payments to or destruction benefits or loss enhancement or acceleration of any asset or property of the Companyrights under, whether or not covered by any profit sharing, bonus, deferred compensation, savings, insurance, materially and adversely affecting the propertiespension, assets, business, financial condition, retirement or prospects of the Company, taken as a wholeother Employee Benefit Plan; (eh) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trustentry into, modification or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such terminationof any Company involving a total remaining commitment by or to any Company of at least $250,000; (fi) salecancellation, leasesettlement or waiver of any claims or rights of or against any Company in excess of $250,000; (j) damage to or destruction or loss of any asset or property of any Company, whether or not covered by insurance, which may cause a Material Adverse Change to such Company; (k) sale (other than sale of inventory), lease or other disposition of any asset or property of the any Company or mortgage, pledgewith a value of at least $250,000, or imposition the creation of any lien Encumbrance on any material asset or other encumbrance on any material asset or property of the any Company; (gl) except to the extent canceled material acceleration or waived in connection with the closing of the transactions described delay in the Burlington Purchase Agreement and payment of accounts payable or in connection with the termination collection of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the ClosingAccounts Receivable; (hm) material change in the accounting methods used by the in respect of any Company; (in) any election sale, license, sublicense, covenant not to participate in ▇▇▇ under, abandonment, assignment, transfer, disclosure, Encumbrance of, or grant of any operation rights to any third party under any Intellectual Property that is material to any Company; (o) creation, incurrence or assumption of Indebtedness with an aggregate value of $250,000; (p) making any individual capital expenditure of $250,000 or more; (q) Contract, proposal or communication pursuant to which any Company is, has been or is proposed to be conducted debarred, suspended or excluded from participation in programs funded by any Governmental Body or in the award of any Government Contract, nor placed on any list of parties excluded from participation in government-funded programs, nor has any Company been deemed or found nonresponsible or ineligible for award of a Government Contract; (r) settlement, resolution or disposition of the Proceeding set forth on Schedule 1.2 or any other Proceeding with respect to the Assetsfacts underlying such Proceeding; (s) promotion of any Company Employee to or hiring of any Management-Level Company Employee; or (jt) agreement, whether oral Contract by any Seller or written, by any of the Company Companies to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure LetterSchedule 3.19, since its inceptionthe Interim Balance Sheet date, the Company Seller has conducted its business Business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's Seller’s authorized or issued units; capital stock, grant of any stock option or right to purchase units shares of the Company; capital stock of Seller or issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of unitscapital stock; (b) amendment to the Organizational Governing Documents of the CompanySeller; (c) payment (except in the Ordinary Course of Business) or increase by the Company Seller of any bonuses, salaries, salaries or other compensation to any stockholdershareholder, director, officer, member, manager, employee or employee independent contractor or entry into any employment, severance, severance or similar Contract with any director, officer, employee or independent contractor, except in the Ordinary Course of the foregoingBusiness; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) amendment of, or any change to any Contract with any third party governing the administration of any Employee Plan; (f) material damage to or destruction or loss of any asset or property of the Companytangible Asset, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (eg) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the entry into, termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, except in the Ordinary Course of Business, or (ii) any Contract or transaction which would have continued after involving a total remaining commitment by Seller of at least $50,000 other than Contracts or transactions relating to the Closing, but for such terminationpurchase of inventory or supplies or the sale of products in the Ordinary Course of Business; (fh) salesale (other than sales of Inventories in the Ordinary Course of Business), lease, lease or other disposition of any asset material Asset or property of Seller (including the Company Intellectual Property Assets) or mortgage, pledge, or imposition the creation of any lien or other encumbrance Encumbrance on any material asset or property of the CompanyAsset, other than Permitted Encumbrances; (gi) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to Seller in excess of $50,000; (hj) statement by or notice from any customer or supplier of an intention to discontinue or adversely change the terms of its relationship with Seller; (k) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsSeller; or (jl) agreement, whether oral or written, Contract by the Company Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.19, since the date of the Disclosure LetterBalance Sheet, since its inception, Seller and Unique Fabrications have conducted the Company has conducted its business Business only in the Ordinary Course of Business and there has not been any: (a) (i) change in the CompanySeller's authorized or issued units; capital stock or Unique Fabrications' member interest ownership, or (ii) grant of any option or right to purchase units shares of the Company; capital stock of Seller or member interest of Unique Fabrications or issuance of any security convertible into such units capital stock or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of unitsmember interest; (b) amendment to the Organizational Governing Documents of the CompanySeller or Unique Fabrications; (c) payment or increase (except in the Ordinary Course of Business) by the Company Seller or Unique Fabrications of any bonuses, salaries, salaries or other compensation to any stockholdershareholder, director, officer, member, manager, officer or employee or entry into any employment, severance, severance or similar Contract with any of the foregoingdirector, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) damage to or destruction or loss of any asset or property Asset in excess of $5,000 for any individual Asset and $15,000 in the Companyaggregate for all Assets, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure LetterPart 3.20(a), entry into of any Contract or transaction that continues after the Closing orinto, termination of, of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller or Unique Fabrications is a party, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by Seller or Unique Fabrications of at least $75,000; (fg) sale, lease, lease or other disposition of any asset Asset or property of Seller or Unique Fabrications (including the Company Intellectual Property Assets) or mortgage, pledge, or imposition the creation of any lien Encumbrance on any Asset (other than sales, leases or other encumbrance on any material asset or property dispositions of Inventories in the CompanyOrdinary Course of Business); (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to Seller or Unique Fabrications in excess of $50,000; (hi) any written notification from customer or supplier of an intention to discontinue or change the terms of its relationship with Seller or Unique Fabrications; (j) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsSeller or Unique Fabrications; or (jk) agreement, whether oral Contract by Seller or written, by the Company Unique Fabrications to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 SCHEDULE 2.11, since the date of the Disclosure Letter, since its inceptionBalance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's authorized or issued unitscapital stock; grant of any option or right or other security or commitment relating to the purchase units of the any shares of capital stock or other security of any Acquired Company; issuance of any security convertible into or exchangeable or exercisable for any such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock (other than dividends paid by a wholly owned subsidiary of an Acquired Company to an Acquired Company or to a wholly owned subsidiary of an Acquired Company); (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract contract with any director, officer, or employee, except in the Ordinary Course of the foregoingBusiness; (d) adoption or amendment of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company ("Benefit Arrangements"); (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, that individually or prospects of the Company, taken as a whole; (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated aggregate is reasonably likely to result in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such terminationa Material Adverse Change; (f) salesale (other than sales of inventory in the Ordinary Course of Business, the transfer of ownership of the ▇▇▇▇▇▇ City property, and the distribution of all of the capital stock of ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇, Inc., which shall occur prior to the Closing Date), lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of the any Acquired Company; (g) except to the extent canceled entry into any material joint venture or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trustpartnership, cancellation or waiver any purchase or acquisition of any claims assets or rights which would otherwise continue after the Closingsecurities of any Person; (h) material capital expenditure or commitment, any incurrence or guarantee of any indebtedness for money borrowed (other than short- term indebtedness incurred in the Ordinary Course of Business); (i) material change in the accounting methods used by the Companyany Acquired Company or any material reclassification of assets or liabilities; (ij) transfer of any election not to participate in assets or other rights from any operation proposed to be conducted with respect to Acquired Company to, or any assumption of any liability by any Acquired Company of, the Assetsliabilities of ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇, Inc.; or (jk) agreement, commitment or understanding, whether oral or written, by the any Seller or any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 4.14 of the Disclosure LetterSchedule, since its inceptionDecember 31, 1998, each of the Company and each Company Subsidiary has conducted its business only in the Ordinary Course of Business ordinary course, consistent with past practice, and there has not been any: (a) change in the Company's authorized or issued units; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchasedeclaration, redemptionsetting aside, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration making or payment of any dividend or other distribution or repurchase or payment in respect of unitsshares of capital stock; (b) amendment issuance, sale, disposition or Encumbrance of, or authorization for issuance, sale, disposition or Encumbrance of, or grant or issue of any options, warrants or rights to the Organizational Documents acquire with respect to, any shares of the Companyits capital stock or any other of its securities (or partnership interests) or any security (or partnership interest) convertible or exercisable into or exchangeable for any such shares or securities, or any change in its outstanding securities or shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; (c) Encumbrance of its assets or properties; (d) payment or increase by the Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, memberconsultant, manager, agent or sales representative or (except in the ordinary course of business consistent with past practice) employee or entry into any employment, severance, severance or similar Contract with any of the foregoingdirector, officer or employee; (de) adoption of, or increase in the payments to or benefits under, any Employment Benefit Plan or any other profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, welfare or other employee benefit plan, program or arrangement for or with any employees; (f) damage to or destruction or loss of any asset or property of the Companyproperty, whether or not covered by insurance, materially or loss of any Customer, which could reasonably be expected to have a Material Adverse Effect on the Company and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyCompany Subsidiaries, taken as a whole; (eg) except the Gas Contract (as defined for purchase orders entered into in the Burlington Purchase Agreement) that was terminated in connection ordinary course of business consistent with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letterpast practice, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closingtransaction, but for such termination; (f) sale, lease, involving a total remaining commitment by or other disposition of any asset or property of to the Company or mortgage, pledge, or imposition any Company Subsidiary of at least $50,000 including the entry into (i) any lien document evidencing any indebtedness; (ii) any capital or other encumbrance on lease; or (iii) any material asset or property of the Company; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingguaranty; (h) material change sale, lease or other disposition (other than in the accounting methods used by the Companyordinary course of business consistent with past practice or disposition of obsolete assets) of any asset or property; (i) cancellation, compromise, release or waiver of any election not debt, claim or right with a value to participate the Company or any Company Subsidiary in excess of $50,000; (j) creation, incurrence or assumption of any operation proposed indebtedness for borrowed money or guarantee of any obligation or the net worth of any Person in an aggregate amount in excess of $50,000, except for endorsements of negotiable instruments for collection in the ordinary course of business; (k) discharge or satisfaction of any Encumbrance or Lien other than those which are required to be conducted discharged or satisfied during such period in accordance with respect their original terms; (l) payment, discharge or satisfaction of any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except for any current liabilities, and the current portion of any long term liabilities, shown on the Financial Statements (or not required as of the date thereof to be shown thereon in accordance with GAAP) or incurred in the ordinary course of business consistent with past practice or except for liabilities or obligations in amounts aggregating $50,000; (m) loan or advance to any Person other than travel and other similar routine advances in the ordinary course of business consistent with past practice, or acquisition of any capital stock or other securities of or any ownership interest in, or a significant portion of the assets of, any other business enterprise; (n) capital investment or capital expenditure or capital improvement, addition or betterment in amounts which exceed $50,000 in the aggregate; (o) institution or settlement of any Proceeding before any Governmental Authority relating to it or its assets or properties; (p) commitment to provide services or goods for an indefinite period or a period of more than six (6) months; (q) change in the method of accounting or the accounting principles or practices used by the Company or any Company Subsidiary in the preparation of the Financial Statements except as required by GAAP; (r) entry into other Contracts, except Contracts made in the ordinary course of business consistent with past practice; (s) amendment or other modification of any of the Organizational Documents of the Company or any Company Subsidiary; (t) transfer or grant of any rights or licenses under, or entry into any settlement regarding the infringement of, any Intellectual Property Assets, or entry into any licensing or similar agreements or arrangements; or (ju) agreement, whether oral or written, by the Company or any Company Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure Letteron Schedule 4.17, since its inceptionDecember 31, the Company has 2006, MidWestOne and each MidWestOne Subsidiary have conducted its business their respective businesses only in the Ordinary Course ordinary course of Business and business consistent with past practice. Without limiting the foregoing, with respect to each, since December 31, 2006, except as set forth on Schedule 4.17, there has not been any: (a) change in the Company's its authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the Companyits capital stock; issuance of any security convertible into such units capital stock or membership interestsevidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company it of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of its capital stock; (b) amendment to its articles of incorporation or charter (or similar organizational documents) or bylaws or adoption of any resolutions by its board of directors or shareholders with respect to the Organizational Documents of the Companysame; (c) payment or increase by the Company of any bonusesbonus, salaries, salary or other compensation to any stockholderof its shareholders, directordirectors, officerofficers or employees, memberexcept, managerwith respect to employees, for normal salary and bonus increases made in the ordinary course of business consistent with past practice or made in accordance with any then existing MidWestOne Benefit Plan, or employee or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any of the foregoingshareholder, director, officer or employee; (d) adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any MidWestOne Benefit Plan; (e) damage to or destruction or loss of any asset of its assets or property of the Companyproperty, whether or not covered by insurance, materially and adversely affecting where the properties, assets, business, financial condition, resulting diminution in value individually or prospects of in the Company, taken as a wholeaggregate was greater than $100,000; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination or extension of, or receipt of notice of termination of of, any joint venture or similar agreement pursuant to any Contract or transaction which would have continued after the Closing, but for such terminationany similar transaction; (fg) saleexcept for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing lease, Contract or license that has a term of more than one year or that involves the payment by MidWestOne or any MidWestOne Subsidiary of more than $100,000 in the aggregate; (h) MidWestOne Loan, or commitment to make, renew, extend the term or increase the amount of any Loan, to any Person if such MidWestOne Loan or any other MidWestOne Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of MidWestOne or any MidWestOne Subsidiary, or has been classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; provided, however, that nothing in this Section 4.17(h) shall prohibit MidWestOne or any MidWestOne Subsidiary from honoring any contractual obligation in existence on the date of this Agreement; provided, further, that nothing in this Section 4.17(h) shall prohibit MidWestOne Bank from conducting its loan pool participation business in the ordinary course of business consistent with past practice; (i) sale (other than any sale in the ordinary course of business consistent with past practice), lease or other disposition of any asset of its assets or property of the Company properties or mortgage, pledge, pledge or imposition of any lien or other encumbrance on upon any of its material asset assets or property properties, except for Tax and other liens that arise by operation of the Company; law and with respect to which payment is not past due and except for pledges or liens: (gi) except required to the extent canceled or waived be granted in connection with the closing acceptance by MidWestOne Bank of the transactions described in the Burlington Purchase Agreement and government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the termination ordinary course of business consistent with past practice; (j) incurrence by it of any obligation or liability (fixed or contingent) other than in the Trust, ordinary course of business consistent with past practice; (k) cancellation or waiver by it of any claims or rights which would otherwise continue after the Closingwith a value in excess of $100,000; (hl) any investment by it of a capital nature exceeding $100,000 or aggregate investments of a capital nature exceeding $500,000; (m) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (n) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the accounting methods used opinion of the management of MidWestOne to respond to then current market or economic conditions or as may be required by the Companyany Regulatory Authorities; (io) filing of any election not applications for additional branches, opening of any new office or branch, closing of any current office or branch or relocation of operations from existing locations; (p) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the ordinary course of business consistent with past practice; (q) entry into any Contract or agreement to participate buy, sell, exchange or otherwise deal in any operation proposed assets or series of assets in a single transaction in excess of $100,000 in aggregate value, except for sales of MidWestOne “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (r) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements or other similar interest rate management agreements; (s) hiring of any employee with an annual salary in excess of $125,000, except for employees at will who are hired to be conducted with respect to the Assetsreplace employees who have resigned or whose employment has otherwise been terminated; or (jt) agreement, whether oral or written, by the Company it to do any of the foregoingforegoing in this Section 4.17.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 5.14 of the Disclosure Letter, since its inceptionDecember 31, 1997, the Company has Lalande Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Lalande Acquired Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Lalande Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Lalande Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Lalande Acquired Company; (cd) payment adoption of, or increase by in the Company of payments to or benefits under, any bonusesprofit sharing, salariesbonus, deferred compensation, savings, insurance, pension, retirement, or other compensation to any stockholder, director, officer, member, manager, Employee Benefit Plan for or employee or entry into any employment, severance, or similar Contract with any employees of the foregoingany Lalande Acquired Company; (de) damage to or destruction or loss of any asset or property of the any Lalande Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyLalande Acquired Companies, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Lalande Acquired Company of at least $10,000; (fg) sale, lease, or other disposition of any material asset or property of the any Lalande Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Lalande Acquired Company, including the Company;sale, lease, or other disposition of any of the Lalande Intellectual Property Assets (as defined in Section 5.20) (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Lalande Acquired Company in excess of $10,000; (hi) material change in the accounting methods used by the any Lalande Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any Lalande Acquired Company to do any of the foregoing; or (k) change in its business or billing or any change in any activity that (i) has had the effect of accelerating the recording and billing of accounts receivable or delaying the payment of expenses in connection with the business or any material accounts of any of the Lalande Acquired Companies or (ii) has had the effect of materially altering, modifying or changing the historic financial or accounting practices or policies of any of the Lalande Acquired Companies, including accruals of and reserves for Taxes.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Schedule 3.19, since the date of the Disclosure LetterInterim Balance Sheet, since its inception, the Company Seller has conducted its business Business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's Seller’s authorized or issued units; capital stock, grant of any stock option or right to purchase units shares of the Company; capital stock of Seller or issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of unitscapital stock; (b) amendment to the Organizational Governing Documents of the CompanySeller; (c) payment (except in the Ordinary Course of Business) or increase by the Company Seller of any bonuses, salaries, salaries or other compensation to any stockholdershareholder, director, officer, member, manager, employee or employee independent contractor or entry into any employment, severance, severance or similar Contract with any of the foregoingdirector, officer, employee or independent contractor; (d) adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan; (e) amendment of, or any change to any Contract with any third party governing the administration of any Employee Plan; (f) material damage to or destruction or loss of any asset or property of the Companytangible Purchased Asset, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (eg) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the entry into, termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Contract to which Seller is a party, or (ii) any Contract or transaction which would have continued after involving a total remaining commitment by Seller of at least $50,000 other than Contracts or transactions relating to the Closing, but for such terminationpurchase of inventory or supplies or the sale of products in the Ordinary Course of Business; (fh) salesale (other than sales of Inventories in the Ordinary Course of Business), lease, lease or other disposition of any asset Purchased Asset or property of Seller (including the Company Intellectual Property Assets) or mortgage, pledge, or imposition the creation of any lien or other encumbrance Encumbrance on any material asset or property of the CompanyPurchased Asset; (gi) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to Seller in excess of $50,000; (hj) statement by or notice from any customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (k) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsSeller; or (jl) agreement, whether oral or written, Contract by the Company Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure LetterSchedule 6.02(j), since its inceptionthe Balance Sheet Date, the business of each Company Entity has been conducted its business only in the Ordinary Course of Business and there has not been any: (ai) change in the Company's authorized or issued units; grant increase by any Company Entity of any option actual, potential or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of units; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company of any future bonuses, salaries, salaries or other compensation to any stockholderequityholder, director, officer, member, manager, member or employee other equity owner or Company Employee or entry into any employment, severance, change in control, retention, equity compensation or similar Contract other employment contract with any equityholder, director, officer, manager, member or other equity owner or Company Employee or consultant, except for increases in salary or wages payable or to become payable upon promotion to an office having greater operational responsibilities or otherwise in the Ordinary Course of the foregoingBusiness; (dii) adoption of, or increase in the payments to, or benefits under, or other amendment to any Employee Plan or any profit sharing, bonus, severance, retention, change in control, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any Company Employees except as required by applicable Law; (iii) distribution of any cash or other assets of any Company Entity to its stockholders, members or other equity owners as a dividend or other distribution (excluding amounts paid by a Company Entity to another Company Entity); (iv) discharge or satisfaction of any Lien, or payment of any Liabilities other than in the Ordinary Course of Business, or failure to pay or discharge when due any Liabilities the failure to pay or discharge of which has caused or may cause any material damage to or risk of material loss; (v) material damage, destruction or loss of any asset to its assets or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (evi) except the Gas Contract sale (as defined other than sales of Hydrocarbon production and inventory in the Burlington Purchase Agreement) that was terminated in connection with the termination Ordinary Course of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination; (f) saleBusiness), lease, transfer, farm-out, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Companyany Company Entity; (gvii) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Company Entity in excess of $25,000; (hviii) material change in the bookkeeping or accounting methods or principles or Tax reporting principles used by the Companyany Company Entity; (iix) election or rescission of any election not relating to participate in Taxes or settlement or compromise of any operation proposed claim relating to be conducted Taxes; (x) merger or consolidation of any of the Company Entities with respect to any other Person, or acquisition or disposition of any equity interests or business of any other Person; (xi) instituting or settlement of any material legal actions, suits or other legal proceedings; (xii) Material Adverse Effect on the AssetsCompany Entities (taken as a whole); or (jxiii) agreement, whether oral entry into any contract (other than this Agreement and any document delivered pursuant to or written, permitted under this Agreement) or agreement by the any Company Entity to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure Letteron Schedule 4.18, since its inceptionDecember 31, the Company 2004, First Manhattan and each First Manhattan Subsidiary has conducted its business respective businesses only in the Ordinary Course of Business and Business. Without limiting the foregoing, with respect to each, since December 31, 2004, there has not been any: (a) change in the Company's its authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the Companyits capital stock; issuance of any security convertible into such units capital stock or membership interestsevidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company it of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of its capital stock, except as reflected on the First Manhattan Financial Statements; (b) amendment of its certificate of incorporation, charter or bylaws (or similar organizational documents) or adoption of any resolutions by its board of directors or stockholders with respect to the Organizational Documents of the Companysame; (c) payment or increase by the Company of any bonusesbonus, salaries, salary or other compensation to any stockholderof its stockholders, directordirectors, officerofficers or employees, member, managerexcept for normal increases in the Ordinary Course of Business or in accordance with any then existing First Manhattan Employee Benefit Plans (as defined below), or employee or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any of stockholder, director, officer or employee, except for the foregoingContemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (30) days’ notice or less, without penalty or premium; (d) adoption, amendment or termination of, or increase in the payments to or benefits under, any First Manhattan Employee Benefit Plan; (e) material damage to or destruction or loss of any asset of its assets or property of the Companyproperty, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement pursuant to any Contract or transaction which would have continued after the Closing, but for such terminationany similar transaction; (fg) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a term of more than one year or that involves the payment by First Manhattan or any First Manhattan Subsidiary of more than $25,000 annually with respect to any such lease, Contract or license or more than $100,000 annually in the aggregate with respect to all such leases, Contracts or licenses; (h) First Manhattan Loan or commitment to make any First Manhattan Loan other than in the Ordinary Course of Business; (i) First Manhattan Loan or commitment to make, renew, extend the term or increase the amount of any First Manhattan Loan to any Person if such First Manhattan Loan or any other First Manhattan Loan to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of First Manhattan or any First Manhattan Subsidiary, or was classified as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan” prior to the commitment, renewal, extension or increase; provided, however, that nothing in this Agreement shall prohibit First Manhattan or any First Manhattan Subsidiary from honoring any contractual obligation in existence on the Agreement Date; (j) sale, lease, lease or other disposition of any asset of its assets or property properties (except for a sale (x) made in the Ordinary Course of Business by First Manhattan or the Company Bank of “other real estate owned” or other repossessed properties with a value of less than $25,000 (or the acceptance of a deed in lieu of foreclosure) or (y) in an aggregate amount not exceeding $25,000) or mortgage, pledge, pledge or imposition of any lien or other encumbrance on upon any of its material asset assets or property of the Companyproperties except for Permitted Exceptions; (gk) except to the extent canceled incurrence by it of any obligation or waived in connection with the closing of the transactions described liability (fixed or contingent) other than in the Burlington Purchase Agreement and in connection with the termination Ordinary Course of the Trust, Business; (l) cancellation or waiver by it of any claims or rights which would otherwise continue after other than in the ClosingOrdinary Course of Business; (hm) any investment by it of a capital nature exceeding $25,000 or aggregate investments of a capital nature exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person, except for foreclosures upon equity based collateral arrangements entered into with borrowers or other obligees in the Ordinary Course of Business; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the accounting methods used opinion of the management of First Manhattan to respond to then current market or economic conditions or as may be required by the Companyany Regulatory Authorities; (iq) filing of any election not applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to participate buy, sell, exchange or otherwise deal in any operation proposed to be conducted with respect to assets or series of assets in a single transaction, except in the AssetsOrdinary Course of Business and except for sales by First Manhattan of “other real estate owned” and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; or (ju) agreement, whether oral or written, by the Company it to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 3.10 of the Company Disclosure LetterSchedule, since its inceptionMarch 31, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: 2011 (a) change the Company and each Subsidiary have operated the Business in the Company's authorized or issued unitsordinary course consistent with past practice; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of units; (b) amendment to neither the Organizational Documents of the Company; (c) payment or increase by Business nor the Company of or any bonusesSubsidiary have suffered any change, salaries, event or other compensation condition which has had or could reasonably be expected to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of have a Material Adverse Effect on the foregoing; (d) damage to or destruction or loss of any asset or property assets and properties of the Company, whether any Subsidiary or not covered the Business; and (c) neither the Company nor any Subsidiary has (i) acquired or disposed of any material assets or engaged in any material transaction for or relating to the Business other than in the ordinary course of business or as expressly contemplated by the terms of this Agreement; (ii) increased benefits or Company Plan costs or changed bonus, insurance, materially and adversely affecting compensation, wages, salary or other compensation or other employee benefits for employees other than in the propertiesordinary course of business; (iii) waived any rights of substantial value which, assetssingly or in the aggregate, business, financial condition, are material to the Business; (iv) borrowed or prospects agreed to borrow in the conduct of the Company, taken as a whole; Business any funds other than through existing credit relationships; (ev) except pledged or mortgaged or agreed to pledge or mortgage any of the Gas Contract assets or properties of the Company and/or any Subsidiary; (as defined in the Burlington Purchase Agreementvi) that was terminated made or committed to make in connection with the termination Business any capital expenditures (other than in the ordinary course of business) in excess of $50,000 individually, or $150,000 in the aggregate, or incur any Liability (other than in the ordinary course of business) in excess of $50,000; (vii) made any loans to the officers or directors (except for ordinary course of business advances for out-of-pocket expenses incurred in the conduct of the Trust, or as disclosed in Section 3.13(eBusiness) of the Disclosure LetterCompany and/or any Subsidiary; (viii) altered its existing Real Property Leases or entered into any agreement to lease, entry into of any Contract or transaction that continues after the Closing or, termination ofpurchase, or receipt otherwise occupy real property in the conduct of notice the Business; (ix) permit any of termination of any Contract the Aviation Authorizations to lapse or transaction which would have continued after the Closingto be abandoned, but for such termination; (f) sale, leasededicated, or other disposition disclaimed, failed to perform or make any material filings, recordings, or similar actions or filings applicable to any of the Aviation Authorizations, or failed to pay any asset and all fees, fines and Taxes required to maintain and protect the Company or property any such Subsidiary’s interest in each and every of the Aviation Authorizations, (x) made, rescinded or revoked any Tax election, filed any amended Tax Returns, entered into any closing agreement with respect to Taxes, settled any Tax claim or assessment or surrendered any right to claim a refund of Taxes or obtain or apply for any Tax ruling, (xi) closed any CBM Bases set forth in Section 3.14(a)(xvi) of the Company or mortgage, pledgeDisclosure Schedule; (xii) ceased providing Traditional-Based Services to any of the HBM Bases set forth in Section 3.14(a)(xvi) of the Company Disclosure Schedule, or imposition received written notice of the intention of any lien other Person to cancel, terminate or other encumbrance on amend any material asset terms of any Traditional-Based Services with the Company or property any Subsidiary; or to the actual knowledge of the Company; (g) except executive officers of the Company and the principals of the Principal Shareholder, no person has threatened to the extent canceled cancel, terminate or waived in connection amend any material terms of any Traditional-Based Services with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation Company or waiver of any claims Subsidiary; terminate; or rights which would otherwise continue after the Closing; (hxiii) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the Company agreed to do any of the foregoing. In addition to the foregoing, none of the creditors listed on the Indebtedness Statement have agreed to permit the Company or any of its Subsidiaries to repay the principal of any such Indebtedness for less than par value in connection with the consummation of the Transactions.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.16 of the Disclosure Letter, since its inceptionthe date of the Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of capital stock of the Company; grant of any phantom or similar rights which give any Person any interest in any portion of the revenue or earnings of the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any director, officer, or employee (except in the Ordinary Course of Business and in accordance with the policies set forth in Part 3.16 of the Disclosure Letter or as provided below); (d) retirement, resignation, or other termination of the employment of any key employee nor any notice or notification regarding any intended retirement, resignation, or other termination of the employment of any key employee; (e) adoption of, or increase in the payments to or benefits under, any profit-sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company or any announcements, whether formal or informal, as to any of the foregoing; (df) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, which has or prospects of may have a Material Adverse Effect on the Company, taken as a whole; (eg) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of formal or informal notice or advice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after involving a total remaining commitment by or to the Closing, but for such terminationCompany of at least $100,000; (fh) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (gi) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to the ClosingCompany in excess of $l00,000; (hj) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to Company from that reflected on the AssetsFinancial Statements; or (jk) agreement, whether oral or writtenwritten and whether formal or informal, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure LetterExhibit 4.15, since its inceptionApril 3, 1999, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of capital stock of the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchaserepurchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents Certificate of Incorporation or Bylaws of the Company; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (e) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, in excess of $5,000 or materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole, or of any Store; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after involving a total remaining commitment by or to the ClosingCompany of at least $2,000 or not in the Ordinary Course of Business, but other than termination of a lease for such terminationthe closed Store located at 5903 SW Corbett Street, Portl▇▇▇, ▇▇▇▇▇▇ (▇▇e "Corbett Store"), or the payme▇▇ ▇▇ ▇ertain deferred maintenance costs for the Corbett Store; (fg) sale▇▇▇▇ (▇ther than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to the ClosingCompany in excess of $5,000; (hi) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the Company or Shareholder to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.16 of the Disclosure Letter, since its inceptionthe date of the Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) change in the Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of capital stock of the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company of any bonuses, salaries, distributions or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingemployee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (e) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after involving a total remaining commitment by or to the Closing, but for such termination;Company of at least $10,000. (fg) except in the Ordinary Course of Business, sale, lease, or other disposition of any asset or property (other than inventory in the Ordinary Course of Business) of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the intellectual property assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to the ClosingCompany in excess of $10,000; (hi) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of Since the Disclosure Letter, since its inceptionBalance Sheet Date, the Company has conducted its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in the Company's authorized or issued unitscapital stock; grant split, combination or reclassification of the Company's capital stock; grant, termination or cancellation of any option stock option, stock appreciation right or similar right or right to purchase units shares of capital stock of the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Company's Organizational Documents of the CompanyDocuments; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, memberor employee, managerexcept in the ordinary course of business, or employee or or, except as entered into pursuant to this Agreement, entry into any employment, severance, or similar Contract contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (e) damage to or destruction or loss of any material asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination; (f) salesale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any material asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of the Company; (g) except acquisition (or agreement to acquire) by the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver Company of any claims other Person or rights which would otherwise continue after the Closingassets or business operations of any Person by merger, consolidation, purchase of stock or assets, or in any other manner; (h) incurrence of any indebtedness for borrowed money by the Company, except for lease obligations and trade payables incurred in the ordinary course of business, the Audit Expense (which are to be assumed and paid by Purchaser to the extent provided under Section 7.2), and expenses incurred in connection with the Contemplated Transactions; (i) payment, discharge or satisfaction of any material Liability by the Company, except for (i) the payment, discharge or satisfaction of Liabilities in the ordinary course of business, or (ii) the payment of the Repaid Indebtedness or the Transaction Expenses; (j) making of any loans, advances or capital contributions to, or investments in, any other Person; (k) other than this Agreement, entry into any agreement or arrangement prohibiting or restricting the Company from freely engaging in any business; (l) waiver, release, grant or transfer by the Company of any rights of material value, or modification or change in any material respect of any existing Contract, Governmental Authorization or other document affecting the Company, other than in the ordinary course of business; (m) entry into any new Contract except in the ordinary course of business or material modification or termination of any existing Contract by the Company except in the ordinary course of business; (n) settlement or compromise by the Company of any Proceeding (whether or not commenced prior to the date of this Agreement); (o) change in the accounting methods used by the Company from those established in connection with the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets's 2005 audit; or (jp) agreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.14 of the Disclosure Letter, since its inceptionthe date of the NSL Balance Sheet, the Company has NSL Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any NSL Acquired Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any NSL Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any NSL Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any NSL Acquired Company; (c) payment or increase by the any NSL Acquired Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Plan for or with any employees of any NSL Acquired Company; (e) damage to or destruction or loss of any asset or property of the any NSL Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyNSL Acquired Companies, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any Contract license, distributorship, dealer, sales representative, joint venture, credit, or transaction which would have continued after the Closingsimilar agreement, but for such termination;or (ii) any (fg) sale, lease, or other disposition of any material asset or property of the any NSL Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any NSL Acquired Company, including the Company;sale, lease, or other disposition of any of the NSL Intellectual Property Assets (as defined in Section 3.20) (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any NSL Acquired Company in excess of $10,000; (hi) material change in the accounting methods used by the any NSL Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any NSL Acquired Company to do any of the foregoing; or (k) change in its business, underwriting, billing, reserving, reinsurance, investment or claims adjustment policies and practices or any change in any activity that (i) has had the effect of accelerating the recording and billing of premiums or accounts receivable or delaying the payment of expenses or the establishment of loss and loss adjustment expense and other reserves in connection with the business or any material accounts of any of the NSL Acquired Companies or (ii) has had the effect of materially altering, modifying or changing the historic financial or accounting practices or policies of any of the NSL Acquired Companies, including accruals of and reserves for Taxes.

Absence of Certain Changes and Events. (a) Except as set forth described in Section 3.13 2.25 of the CSI Disclosure LetterStatement and except as otherwise expressly provided herein, since its inceptionDecember 31, 1994, each of the Company Companies has conducted its business only in the Ordinary Course of Business usual and ordinary course consistent with past practice and there has not been any: (ai) change in the Company's authorized or issued units; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of unitsthe shares of capital stock of any of the Companies, or any repurchase or redemption of any such shares of capital stock; (bii) amendment to the Organizational Documents certificate or articles of incorporation, bylaws or other organizational document of any of the CompanyCompanies; (ciii) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation (except for payment of salary in the ordinary course consistent with past practice) to any stockholdershareholder, director, officer, member, manager, officer or employee of any Acquired Company or entry into (or amendment of) any employment, severance, severance or similar Contract agreement with any director, officer or employee of the foregoingany Acquired Company; (div) damage adoption of, change in or increase in the payments to or benefits under any Employee Benefit Plan or labor policy of any Acquired Company; (v) damage, destruction or loss of to any material asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (evi) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trustentry into, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing oramendment, termination of, or receipt of notice of termination of, any agreement, contract or commitment which is required to be disclosed in the CSI Disclosure Statement or which relates to any material transaction, whether or not in the ordinary course of any Contract or transaction which would have continued after the Closing, but for such terminationbusiness; (fvii) salesale (other than sales of inventory in the ordinary course of business and the sale of the Non-Acquired Companies as described in Section 4.8 hereof), assignment, conveyance, lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any of the CompanyCompanies; (gviii) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of $5,000 (either individually or collectively); (hix) material change in the accounting methods, principles or practices followed by any Acquired Company or any change in any of the assumptions underlying, or methods used by the Companyof calculating, any bad debt, contingency or other reserve; (ix) acceleration of collection of accounts receivable or other amounts owed to any election not Acquired Company, or deferral of payment of accounts payable or other amounts owed by any Acquired Company, in each case in relation to participate past practice; (xi) change in the amount of prepayments required of customers of any operation proposed Acquired Company, in relation to be conducted with respect to the Assetspast practice; or (jxii) agreement, whether oral or writtennot in writing, by the Company to do any of the foregoing. (b) Since December 31, 1994, there has not been any material adverse change in the business, operations, properties, assets, working capital, or condition (financial or otherwise) of any Acquired Company or any event, condition or contingency that is likely to result in such a material adverse change.

Absence of Certain Changes and Events. (a) Except as set forth in Section 3.13 any of the Disclosure Letterits SEC Reports, since its inceptionDecember 31, the Company 2003, Manu Forti has conducted its business businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (ai) change Change in the CompanyManu Forti's authorized or issued unitscapital stock; grant of any gra▇▇ ▇▇ ▇▇▇ ▇▇ock option or right to purchase units shares of the Companycapital stock of Manu Forti; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company Manu Forti of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (bii) amendment to the Organizational Documents Manu Forti's certificate of the Companyincorporation, bylaws or ▇▇▇▇▇ ▇▇▇▇▇izational documents; (ciii) payment or increase by the Company Manu Forti of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manageremployee, or employee stockholder (except to directors, officers, employees, or stockholders in the Ordinary Course of Business) or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (div) damage to adoption of, or destruction increase in, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Manu Forti; (v) damage, destruction, or loss of to any asset or property of the CompanyManu Forti, whether or not covered by insurance, affecting materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyManu Forti, taken as a whole; (evi) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trustentry into, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination oftermination, or receipt of notice of termination of (a) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (b) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by Manu Forti of at least $25,000; (fvii) salesale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of the Company Manu Forti or mortgage, pledge, or imposition of any lien or other encumbrance Lien on any material asset or property of Manu Forti, including, without limitation, the Companysale, lease, or other disposition of any intellectual property of Manu Forti; (gviii) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to Manu Forti in excess of $25,000; (hix) conduct of business or entering into any transaction, other than in the ordinary course of business of Manu Forti; (x) material change in the accounting methods used followed by the Company;Manu Forti; and (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (jxi) agreement, whether oral or writtennot in writing, by the Company to do any of the foregoingforegoing by Manu Forti.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure LetterPART 5.15 OF THE DISCLOSURE LETTER, since its inceptionSeptember 30, the Company 1996, Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (ai) change in the Company's authorized or issued units; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company Seller of any units or membership interests shares of the Companyits capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock, other than the Permitted Tax Distribution (as defined in Section 9.7 below); (b) amendment to the Organizational Documents of the Company; (cii) payment or increase by the Company Seller of any bonusesbonuses or compensation other than regular salary payments, or nonstandard increase in the salaries, or other compensation payment on any debt of Seller, to any stockholder, director, officer, memberor employee, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (diii) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Plan; (iv) damage to or destruction or loss of any asset or property of the CompanySeller, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, business or financial condition, or prospects condition of the Company, taken as a wholeSeller; (ev) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (A) any license, maintenance, distributorship, dealer, sales representative, consulting, joint venture, credit, or similar agreement, or (B) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by Seller of at least $50,000; (fvi) loan or advance by Seller to any Person other than sales to customers on credit in the Ordinary Course of Business, or discharge or satisfaction of any liability except in the Ordinary Course of Business; (vii) other than sales of assets made by Seller in the Ordinary Course of Business, sale, lease, or other disposition of any material asset or property of the Company Seller or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of Seller, including the Companysale, lease, or other disposition of any of Seller's intellectual property, assets or software (other than liens for taxes not yet due and payable); (gviii) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to Seller in excess of $50,000; (hix) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsSeller; or (jx) agreement, whether oral or written, by the Company Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure Lettercontemplated by this Agreement, since its inceptionDecember 31, 2015, the Company business of each of HB Holdco and HB Holdco Subsidiary has been conducted its business only in the Ordinary and Regular Course of Business business and there has not been any: (a) change in the Company's authorized authorized, issued or issued units; subscribed shares of any of HB Holdco and the HB Holdco Subsidiary or issuance of any shares of its capital stock, grant of any equity option or right to purchase units shares of any of HB Holdco and the Company; HB Holdco Subsidiary, issuance of any security convertible into such units or membership interests; equity, grant of any registration rights; , purchase, redemption, retirement, or other acquisition by any of HB Holdco and the Company HB Holdco Subsidiary of any units or membership interests of the Company; its shares, or declaration or payment of any dividend or other distribution or payment in with respect to any of unitsits shares or equity; (b) amendment to the Organizational Documents prepayment or acceleration of the Companypayment of any debt of any of HB Holdco and the HB Holdco Subsidiary; (c) amendment to the Governing Documents of any of HB Holdco and the HB Holdco Subsidiary; (d) payment or increase (in either case, except in the Ordinary and Regular Course of business) by any of HB Holdco and the Company HB Holdco Subsidiary of any bonuses, salaries, or other compensation to any stockholdershareholder, directordirector or employee, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingshareholder, director or employee, other than as prescribed under applicable Law or existing contracts; (de) damage to or destruction or loss of any asset or property of any of HB Holdco and the CompanyHB Holdco Subsidiary, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as which may have a wholeMaterial Adverse Effect to such company; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination Ordinary and Regular Course of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letterbusiness, entry into of any Contract into, modification or transaction that continues after the Closing or, termination oftermination, or receipt of written notice of termination of any Contract of any of HB Holdco and the HB Holdco Subsidiary or any transaction which would have continued after involving a total remaining commitment by or to any of HB Holdco and the Closing, but for such terminationHB Holdco Subsidiary of at least Twenty Million Pesos (PHP20,000,000.00); (fg) sale, lease, or other disposition of any asset or property of any of HB Holdco and the Company HB Holdco Subsidiary (except for intra-group sales, leases or mortgage, pledgeother dispositions), or imposition the creation of any lien Encumbrance on any material asset or other encumbrance on any material asset or property of any of HB Holdco and the CompanyHB Holdco Subsidiary; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to any of HB Holdco and the ClosingHB Holdco Subsidiary in excess of Twenty Million Pesos (PHP20,000,000.00); (hi) material change in the accounting methods used by in respect of any of HB Holdco and the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsHB Holdco Subsidiary; or (j) agreement, whether oral contract or written, agreement by the Company Seller or any of HB Holdco and the HB Holdco Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Except Since September 30, 2014, there has not been any Company Material Adverse Effect. Since September 30, 2014, (i) the Company and its Subsidiaries have conducted its business in the Ordinary Course of Business, and (ii) except as set forth in Section 3.13 2.18 of the Company Disclosure LetterSchedule, since its inception, neither the Company has conducted its business only in nor any Subsidiary of the Ordinary Course of Business and there has not been anyCompany has: (a) change granted any increase in the Company's authorized or issued units; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirementbase compensation of, or other acquisition by the Company of paid any units or membership interests of the Company; or declaration or payment of any dividend bonuses or other distribution compensation to, any of its officers or payment in respect employees outside the Ordinary Course of unitsBusiness; (b) amendment adopted, amended, or increased the payments or benefits under, any Employee Benefit Plan outside of the Ordinary Course of Business; (c) acquired assets outside of the Ordinary Course of Business, including acquired any business, whether by merger, consolidation, the purchase of all or a substantial portion of the assets or equity interests of such business or otherwise; (d) sold, leased, or otherwise disposed of any assets outside of the Ordinary Course of Business; (e) incurred, assumed, or guaranteed any Indebtedness, or made any loans, advances or capital contributions to, or investments in, any other Person; (f) cancelled, compromised, waived or released any right or claim (or series of related rights and claims) either involving more than $30,000 or outside the Ordinary Course of Business; (g) experienced any damage, destruction or loss (whether or not covered by insurance) to any of the Organizational Documents assets of the Company or its Subsidiaries in excess of $30,000; (h) made any material change in connection with its accounts payable or accounts receivable terms, systems, policies or procedures; (i) declared, set aside or paid any dividend (whether in cash, securities or property or other combination thereof) in respect of the Shares or any capital stock or other securities of any Subsidiary of the Company; (cj) payment or increase by the Company of made any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoing; (d) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination; (f) sale, lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closing; (h) material change in the its accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assetsor Tax methods; or (jk) entered into any agreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 4.13 of the Disclosure LetterLetter or as contemplated hereby, since its inceptionthe dates of the Interim Suiza Balance Sheet and the Robi▇▇▇▇ ▇▇▇ance Sheet, the each Suiza Company (excluding Robi▇▇▇▇ ▇▇▇ry) and Robi▇▇▇▇ ▇▇▇ry, respectively, has conducted its business businesses only in the Ordinary Course of Business and there has not been any Suiza Material Adverse Effect or any: (a) change in the Company's authorized or issued unitsequity interests of any Suiza Company; grant of any option or right to purchase units of the equity interests in any Suiza Company; issuance of any security convertible into such units or membership interestsequity interests of any Suiza Company; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the such Suiza Company of any units or membership interests of the Companyequity interests; or declaration or payment of any dividend or other distribution or payment in respect of unitsequity interests (except for borrowings and repayments of intercompany accounts and balances in the Ordinary Course of Business); (b) amendment to the Organizational Documents of the any Suiza Company; (c) payment or increase by the any Suiza Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, member, managerAffiliate of such Suiza Company, or (except in the Ordinary Course of Business) any employee of any Suiza Company, or entry into any employment, severance, severance or similar Contract with any Affiliate or employee of any Suiza Company, except in the foregoingOrdinary Course of Business; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Suiza Company; (e) damage to or destruction or loss of any material asset or property of the Companyany Suiza Company that exceeds $500,000 in value, whether or and is not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of any Contract or transaction which involving a total remaining commitment by or to any Suiza Company that could exceed $500,000 or any material breach or material default (or event that with notice or lapse of time would have continued after the Closing, but for constitute a material breach or material default) under any such terminationContract; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property valued in excess of the $500,000 of any Suiza Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of the any Suiza Company; (gh) any incurrence of indebtedness for borrowed money, except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement Ordinary Course of Business, in excess of $100,000 (except for borrowings and repayments of intercompany accounts and balances in connection with the termination Ordinary Course of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the ClosingBusiness); (hi) material change in the accounting methods used by the any Suiza Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreementContract, whether oral or written, by the any Suiza Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth disclosed in Section 3.13 Schedule 4.15 of the Disclosure Letter, since the most recent date of the Balance Sheets, Netect and its inception, the Company has Subsidiaries have conducted its business only in the Ordinary Course of Business and there has not been any: (a) 4.15.1 change in the CompanyNetect's or any of its Subsidiaries' authorized or issued unitsshare capital or capital stock; grant of any stock option or right to purchase units share capital of the CompanyNetect or shares of capital stock of any of its Subsidiaries; issuance of any security convertible into such units share capital or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company Netect or any of its Subsidiaries of any units shares of any such share capital or membership interests of the Companycapital stock; or declaration or payment of any dividend or other distribution or payment in with respect of unitsto such share capital or capital stock; (b) 4.15.2 amendment to the Organizational Documents of the CompanyNetect or any of its Subsidiaries; (c) 4.15.3 payment or increase by the Company Netect or any of its Subsidiaries of any bonuses, salaries, salaries or other compensation to any stockholdershareholder, director, officer, member, manager, officer or employee or entry into any employment, severance, severance or similar Contract with any of the foregoingdirector, officer or employee; (d) 4.15.4 damage to or destruction or loss of any asset property or property Asset of the CompanyNetect or any of its Subsidiaries, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial conditionwhich has had or would reasonably be expected to have a Material Adverse Effect on Netect or any of its Subsidiaries; 4.15.5 any transaction or commitment made, or prospects of any contract or agreement entered into, by Netect or any Subsidiary relating to its assets or business (including the Company, taken as a whole; (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, acquisition or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination; (f) sale, lease, or other disposition of any asset assets) or property of the Company any relinquishment by Netect or mortgage, pledge, or imposition any Subsidiary of any lien contract or other encumbrance on any material asset or property right, other than transactions and commitments in the Ordinary Course of the CompanyBusiness and those contemplated by this Agreement; (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closing; (h) 4.15.6 material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsNetect; or (j) 4.15.7 agreement, whether oral or written, by the Company Netect or any of its Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 SCHEDULE 4.15 attached hereto, since the date of EntrePort's Quarterly Balance Sheet, each member of the Disclosure Letter, since its inception, the Company EntrePort Group has conducted its business respective Business only in the Ordinary Course of Business and there has not been any: (ai) change in the Company's authorized or issued unitscapital stock of any member of the EntrePort Group; (ii) grant of any stock option or right to purchase units shares of capital stock of any member of the CompanyEntrePort Group; (iii) issuance of any security convertible into such units or membership interestscapital stock of any member of the EntrePort Group; (iv) grant of any registration rightsrights in respect of any shares of such capital stock of any member of the EntrePort Group; (v) purchase, redemption, retirement, or other acquisition by any member of the Company EntrePort Group of any units or membership interests shares of any such capital stock of any member of the CompanyEntrePort Group; or (vi) declaration or payment of any dividend or other distribution or payment in respect of unitssuch shares of capital stock of any member of the EntrePort Group; (b) amendment to the Organizational Documents of any member of the CompanyEntrePort Group; (c) payment or increase by any member of the Company EntrePort Group of any bonuses, salaries, or other compensation (including management or other similar fees) to any stockholdershareholder, director, officer, member, manager, or employee officer or entry into any employment, severance, severance or similar Contract with any director, officer, or Employee, other than termination and release of employment contracts conditioned upon the foregoingClosing; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, severance, or other employee benefit plan for or with any of the Employees of any member of the EntrePort Group or any increase in the payment to or benefits under any Plan or Other Benefit Obligation for or with any employees of any member of the EntrePort Group; (e) damage to or destruction or loss of any asset or property of any member of the CompanyEntrePort Group, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination or acceleration of, or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement or (ii) any Contract or transaction which would have continued after involving a Liability by or to any member of the Closing, but for such terminationEntrePort Group of at least $5,000; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any member of the Company or EntrePort Group; (h) mortgage, pledge, or imposition of any lien Lien or other encumbrance Encumbrance on any material asset or property of any member of the CompanyEntrePort Group, including the sale, lease, or other disposition of any of the Intellectual Property of any member of the EntrePort Group, except as disclosed in SCHEDULE 4.6; (gi) accrual of any new or additional expenses except to the extent canceled or waived in connection with the closing of the transactions described for such accruals in the Burlington Purchase Agreement and Ordinary Course of Business; (j) capital expenditures in connection with the termination excess of the Trust, $5,000; (k) cancellation or waiver of any claims or rights which would otherwise continue after with a value to any member of the ClosingEntrePort Group in excess of $5,000; (hl) material payment, discharge, or satisfaction of any Liability by any member of the EntrePort Group, other than the payment, discharge, or satisfaction of Liabilities in the Ordinary Course of Business; (m) incurrence of or increase in, any Liability, except in the Ordinary Course of Business, or any accelerated or deferred payment of or failure to pay when due, any Liability; (n) loan to, or any agreement with, any Employee other than an employment agreement; (o) failure to preserve intact the current business organization of each member of the EntrePort Group, keep available the services of its respective current officers, Employees, and agents and maintain the relations and good will with its suppliers, customers, landlords, creditors, Employees, agents, and others having business relationships with them; (p) change in the accounting methods used by any member of the CompanyEntrePort Group; (iq) action taken by any member of the EntrePort Group to accelerate the collection of any receivable or which changes credit terms to customers; (r) payment to any Affiliate (or any Affiliate thereof) other than payments made to such Persons in the Ordinary Course of Business consistent with past practices for actual obligations owed, products purchased, or services rendered, in each case in amounts not in excess of the fair value thereof; (s) election not to participate in any operation proposed to be conducted made, extension granted, or waiver of a statute of limitations with respect to Taxes or settlement or compromise any federal, state, local, or foreign claim or Liability for Taxes, with the Assetsexception of EntrePort's extension of time to file its 2001 Taxes; or (jt) agreement, whether oral or written, by any member of the Company EntrePort Group with respect to or to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.12 of the Disclosure Letter, since its inceptionthe date of the Balance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's authorized or issued unitscapital stock; grant of any option Options or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a wholeinsurances; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Acquired Company of at least $25,000; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of $25,000; (hi) material change in the accounting methods used by the any Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure Letteron SCHEDULE 4.17, since its inceptionDecember 31, the Company 2003, Citizens and each Citizens Subsidiary has conducted its business respective businesses only in the Ordinary Course of Business and Business. Without limiting the foregoing, with respect to each, since December 31, 2003, there has not been any: (a) change in the Company's its authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the Companyits capital stock; issuance of any security convertible into such units capital stock or membership interestsevidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company it of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of its capital stock, except as reflected on the Citizens Financial Statements or in the Citizens SEC Documents; (b) amendment of its certificate of incorporation, charter or bylaws (or similar organizational documents) or adoption of any resolutions by its board of directors or stockholders with respect to the Organizational Documents of the Companysame; (c) payment or increase by the Company of any bonusesbonus, salaries, salary or other compensation to any stockholderof its stockholders, directordirectors, officerofficers or employees, member, managerexcept for normal increases in the Ordinary Course of Business or in accordance with any then existing Citizens Employee Benefit Plans (as defined below), or employee or entry by it into any employment, severanceconsulting, non-competition, change in control, severance or similar Contract with any of stockholder, director, officer or employee, except for the foregoingContemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is not terminable at will or upon thirty (30) days' notice or less, without penalty or premium; (d) adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Citizens Employee Benefit Plan; (e) material damage to or destruction or loss of any asset of its assets or property of the Companyproperty, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement pursuant to any Contract or transaction which would have continued after the Closing, but for such terminationany similar transaction; (fg) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has a term of more than one year or that involves the payment by Citizens or any Citizens Subsidiary of more than $25,000 annually with respect to any such lease, Contract or license or more than $100,000 in the aggregate with respect to all such leases, Contracts or licenses; (h) Citizens Loan or commitment to make any Citizens Loan other than in the Ordinary Course of Business; (i) Citizens Loan or commitment to make, renew, extend the term or increase the amount of any Citizens Loan to any Person if such Citizens Loan or any other Citizens Loans to such Person or an Affiliate of such Person is on the "watch list" or similar internal report of Citizens or any Citizens Subsidiary, or was classified as "substandard," "doubtful," "loss," or "other loans specially mentioned" or listed as a "potential problem loan" prior to the commitment, renewal, extension or increase; provided, however, that nothing in this Agreement shall prohibit Citizens or any Citizens Subsidiary from honoring any contractual obligation in existence on the Agreement Date; (j) sale, lease, lease or other disposition of any asset of its assets or property of the Company properties or mortgage, pledge, pledge or imposition of any lien or other encumbrance on upon any of its material asset assets or property of the Companyproperties except for Permitted Exceptions; (gk) except to the extent canceled incurrence by it of any obligation or waived in connection with the closing of the transactions described liability (fixed or contingent) other than in the Burlington Purchase Agreement and in connection with the termination Ordinary Course of the Trust, Business; (l) cancellation or waiver by it of any claims or rights which would otherwise continue after other than in the ClosingOrdinary Course of Business; (hm) any investment by it of a capital nature exceeding $25,000 or aggregate investments of a capital nature exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and tax planning, accounting or any other material aspect of its business or operations, except for such changes as may be required in the accounting methods used opinion of the management of Citizens to respond to then current market or economic conditions or as may be required by the Companyany Regulatory Authorities; (iq) filing of any election not applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on its assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to participate buy, sell, exchange or otherwise deal in any operation proposed to be conducted with respect to assets or series of assets in a single transaction, except in the AssetsOrdinary Course of Business and except for sales by Citizens of "other real estate owned" and other repossessed properties or the acceptance of a deed in lieu of foreclosure; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; or (ju) agreement, whether oral or written, by the Company it to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.17 of the Disclosure LetterSchedule, since its inceptionthe date of the Balance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's ’s authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or current prospects of the CompanyAcquired Companies, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Acquired Company of at least $50,000; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or the imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease, exchange, hypothecation or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to any Acquired Company in excess of $50,000 in the Closingaggregate; (hi) material change in the accounting methods used by the any Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.16 of the Disclosure Letter, since its inceptionthe date of the Balance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's ’s authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the Company of any bonuses, salariessalaries (except in the Ordinary Course of Business), or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyAcquired Companies, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Acquired Company of at least $50,000; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of $50,000; (hi) material change in the accounting methods used by the any Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Since the date of the Disclosure LetterLatest Balance Sheet, since its inception, the each Acquired Company has conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's ’s authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the any Acquired Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Acquired Company of at least $10,000.00; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of $10,000.00; (hi) material change in the accounting methods used by the any Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 5.24 of the Company Group Disclosure LetterLetter and other than arising from, in connection with or attributable to the creation, delivery or performance of this Agreement and the transactions contemplated hereby, since its inceptionthe Audited Balance Sheet Date, the Company Group has conducted its business operated only in the Ordinary Course of Business Business, and there has not been anynot: (a) change in suffered any damage or destruction materially and adversely affecting the Company's authorized properties or issued units; grant of any option or right to purchase units business of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests Group; (b) outside of the Company; or declaration Ordinary Course of Business: made any written declaration, setting aside or payment of any dividend or other distribution of assets (whether in cash, Equity Securities or payment in property) with respect of units; (b) amendment to the Organizational Documents Equity Securities of any member of the CompanyCompany Group, or any direct or indirect redemption, purchase or other acquisition of such Equity Securities or otherwise made any payment of cash or any transfer of other assets to the Seller or any Affiliate of the Seller (excluding any member of the Company Group); (c) payment suffered any material adverse change in its working capital, assets, liabilities, financial condition, business prospects, or increase by relationships with any suppliers or customers listed in Section 5.21(c) of the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingGroup Disclosure Letter; (d) damage except for customary increases based on term of service or regular promotion of non-officer employees and except for increases in commissions to sales agents in accordance with existing commission policies and schedules, increased (or destruction announced any increase in) the compensation payable or loss of to become payable to any asset employee or property sales agent, or increased (or announced any increase in) any bonus, insurance, pension, commission or other employee benefit plan, payment or arrangement for such employees or sales agents, or entered into or amended any employment, consulting, severance or similar agreement or caused the Seller to take any such action with respect to employees or independent contractors working in the business of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a wholeCompany Group; (e) except the Gas Contract incurred, assumed or guaranteed any liability or obligation (as defined absolute, accrued, contingent or otherwise) other than in the Burlington Purchase Agreement) that was terminated in connection with the termination Ordinary Course of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such terminationBusiness; (f) salepaid, leasedischarged, satisfied or renewed any claim, liability or obligation other disposition than payment in the Ordinary Course of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the CompanyBusiness; (g) permitted any of its assets to be subjected to any Encumbrances, except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingfor Permitted Encumbrances; (h) cancelled or forgiven any indebtedness or otherwise waived any material change claims or rights except for collection efforts engaged in the accounting methods used by the CompanyOrdinary Course of Business; (i) sold, transferred or otherwise disposed of any election not to participate of its assets, except in the Ordinary Course of Business; (j) made any single capital expenditure or investment in excess of $50,000; (k) made any change in any operation proposed method, practice or principle of financial or tax accounting; (l) managed working capital components, including cash, receivables, other current assets, trade payables and other current liabilities in a manner inconsistent with past practice, including failing to be conducted sell inventory and other property in an orderly and prudent manner or failing to make all budgeted and other normal capital expenditures, repairs, improvements and dispositions; (m) paid, loaned, advanced, sold, transferred or leased any asset to any employee, except for normal compensation involving salary and benefits; (n) issued or sold any Equity Securities; (o) entered into any material commitment or transaction, other than in the Ordinary Course of Business, affecting the business; (p) managed its supply in a manner inconsistent with respect to the AssetsCompany Group’s risk management policies; or (jq) agreementagreed in writing, whether oral or writtenotherwise, by the Company to do take any of the foregoingaction described in this Section 5.24.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Schedule 3.13, since the date of the Disclosure LetterBalance Sheet (including without limitation the period between the Effective Date and the Closing Date), since its inception, the Company VS has conducted its business only in the Ordinary Course of Business Business, and there has not been any: (a) issuance of or change in the Company's authorized or issued units; grant Equity Securities of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of unitsVS; (b) amendment to the Organizational Documents of the CompanyVS; (c) payment or increase other than any payments by the Company VS of any bonuses, salaries, benefits, or other compensation in the Ordinary Course of Business, payment, increase or decrease by VS of any bonus, salary, benefit, or other compensation to any stockholderholder of an Equity Security, director, officer, member, managerany Employee, or employee any Quasi Employee (or the company for which such Quasi Employee works) or entry into or amendment of any employment, severance, bonus, retirement, loan, or similar other Contract with any holder of any Equity Security, any Employee, or any Quasi Employee (or the foregoingcompany for which such Quasi Employee works); (d) damage to or destruction or loss of any material asset or property of the CompanyVS, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination or expiration of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such terminationMaterial Applicable Contract; (f) salesale (other than sales of Inventories in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance an Encumbrance on any material asset or property of the Company;VS; or (g) except to the extent canceled payment or waived declaration of any dividend (or any other distribution in connection with the closing respect of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closing;Shares); or (h) material change other than in the accounting methods used by the Company; (i) Ordinary Course of Business, management fee, commission, bonus and/or any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral similar payment or written, by the Company to do any of the foregoingdistribution.

Absence of Certain Changes and Events. Except (x) as set forth in Section 3.13 Schedule 5.16 or (y) as expressly contemplated to take place pursuant to this Agreement, since the date of the Disclosure Letter, since its inceptionBalance Sheet, the Company has Acquired Companies have conducted its their business only in the Ordinary Course of Business and there has not been any: (a) (i) change in the Company's authorized or issued unitscapital stock of any Acquired Company; (ii) grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; (iii) issuance of any security convertible into such units or membership interestscapital stock; (iv) grant of any registration rights; (v) purchase, redemption, retirement, retirement or other acquisition by the any Acquired Company of any units or membership interests capital stock of the any Acquired Company; or (vi) declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock of any Acquired Company; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, member, manager, officer or employee Key Employee or significant number of employees (except in the Ordinary Course of Business) or entry into any employment, severance, severance or similar Contract with any shareholder, director, officer or employee (other than new hires made in the Ordinary Course of the foregoingBusiness); (d) adoption of any new profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, severance or other employee benefit plan for or with any employees of any Acquired Company or any increase in the payment to or benefits under any Plan or Other Benefit Obligation for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the that would have a Material Adverse Effect on any Acquired Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, (or receipt of notice of termination termination) of (i) any material license, distributorship, dealer, sales representative, joint venture, insurance policy, credit or similar agreement or (ii) any Contract or transaction which would have continued after involving a liability of any Acquired Company of at least $25,000 (other than purchases and sales of inventory in the Closing, but for such terminationOrdinary Course of Business and entering into the risk management transactions described in Schedule 5.17); (fg) sale, lease, lease or other disposition of any asset or property of any Acquired Company (other than the Company or sale of inventory in the Ordinary Course of Business); (h) mortgage, pledge, pledge or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease or other disposition of any of the Employed Intellectual Property; (gi) except delay or failure to the extent canceled repay when due, any obligation individually in excess of $10,000 or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement aggregate in excess of $25,000, including without limitation, accounts payable and accrued expenses; (j) capital expenditures in connection with the termination excess of the Trust, $100,000; (k) cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to any Acquired Company in excess of $50,000; (hl) incurrence of or increase in, any liability in excess of $20,000, by any Acquired Company (except in the Ordinary Course of Business) or any accelerated or deferred payment of or failure to pay when due any liability in excess of $10,000 by any Acquired Company; (m) loan to, or any agreement with, any employee of any Acquired Company, other than advances of business expenses in connection with an employment agreement involving liabilities to any Acquired Company in excess of $10,000; (n) failure to maintain the relations and goodwill with any of their suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it, including material disagreements with any of the foregoing Persons; (o) change in the accounting methods used by the any Acquired Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (jp) agreement, whether oral or written, by the any Acquired Company with respect to or to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure Letter------------------------------------- SCHEDULE 4.25, since its inceptionthe Interim Balance Sheet Date, the Company MSAI has conducted its business operated only in -------------- the Ordinary Course of Business Business, and there has not been anynot: (a) change in suffered any damage or destruction adversely affecting the Company's authorized properties or issued units; grant business of MSAI; (b) made any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchasedeclaration, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration setting aside or payment of any dividend or other distribution of assets (whether in cash, stock or payment in property) with respect of units; (b) amendment to the Organizational Documents capital stock of MSAI, except in accordance with the arrangement on SCHEDULE 2.02, or any direct or indirect redemption, purchase or other -------------- acquisition of such stock, or otherwise made any payment of cash or any transfer of other assets, to Seller or MSAI; or transferred any assets from any subsidiary to MSAI, any other subsidiary or any Related Company; or transferred any assets from any Related Company to MSAI; (c) payment or increase by the Company of suffered any bonusesmaterial adverse change in its working capital, salariesassets, liabilities, financial condition, business prospects, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract relationships with any of the foregoing;suppliers or customers listed on SCHEDULE 4.22; ------------- (d) damage except for customary increases based on term of service or regular promotion of non-officer employees, increased (or announced any increase in) the compensation payable or to become payable to any employee, or destruction increased (or loss of announced any asset or property of the Companyincrease in) any bonus, whether or not covered by insurance, materially and adversely affecting the propertiespension or other employee benefit plan, assets, business, financial conditionpayment or arrangement for such employees, or prospects of the Companyentered into or amended any employment, taken as a wholeconsulting, severance or similar agreement; (e) except the Gas Contract incurred, assumed or guaranteed any liability or obligation (as defined absolute, accrued, contingent or otherwise) other than in the Burlington Purchase Agreement) that was terminated in connection with the termination Ordinary Course of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such terminationBusiness; (f) salepaid, leasedischarged, satisfied or renewed any claim, liability or obligation other disposition than payment in the Ordinary Course of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the CompanyBusiness; (g) except permitted any of its assets to the extent canceled be subjected to any mortgage, lien, security interest, restriction, charge or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver other encumbrance of any claims or rights which would otherwise continue after the Closingkind except for Permitted Liens; (h) cancelled or forgiven any indebtedness or otherwise waived any material change in the accounting methods used by the Companyclaims or rights; (i) sold, transferred or otherwise disposed of any election not to participate of its assets, except in the Ordinary Course of Business; (j) made any single capital expenditure or investment in excess of $5,000.00; (k) made any change in any operation proposed method, practice or principle of financial or tax accounting; (l) managed working capital components, including cash, receivables, other current assets, trade payables and other current liabilities in a fashion inconsistent with past practice, including failing to be conducted with respect sell inventory and other property in an orderly and prudent manner or failing to make all budgeted and other normal capital expenditures, repairs, improvements and dispositions; (m) paid, loaned, advanced, sold, transferred or leased any asset to any employee, except for normal compensation involving salary and benefits; (n) issued or sold any of its capital stock or issued any warrant, option or other right to purchase shares of its capital stock, or any security convertible into its capital stock; (o) entered into any material commitment or transaction, other than in the AssetsOrdinary Course of Business, affecting the Business; or (jp) agreementagreed in writing, whether oral or writtenotherwise, by the Company to do take any of the foregoingaction described in this Section.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 5.15 of the Company Disclosure Letter, since its inceptionDecember 31, 2004 and except for activities directed toward consummation of the transactions contemplated herein, the Company has and UAC have conducted its their business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in the Company's authorized or issued units; grant of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment of any dividend or other distribution or payment in respect of units; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company or UAC of any bonuses, salaries, or other compensation to any stockholder, director, executive officer, member, manager, or (except in the ordinary course of business) employee or entry into any employment, severance, or similar Contract contract with any of the foregoingdirector, officer, or employee; (db) adoption of, or increase in the payments to or benefits under, any Company or UAC employee benefit plan; (c) damage to or destruction or loss of any asset or property of the CompanyCompany or UAC, whether or not covered by insurance, materially and adversely affecting the propertiesthat has or could reasonably be expected to result, assets, business, financial condition, or prospects of the Company, taken as in a wholeMaterial Adverse Effect; (ed) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any Contract license, distributorship, dealer, sales representative, joint venture, credit, or similar contract, or (ii) any contract or transaction which would have continued after involving a total remaining commitment by or to the Closing, but for such terminationCompany or UAC of at least $50,000 (other than the reacquisition and refinancing through UACSC of previously securitized receivables pursuant to "clean-up" calls of outstanding securitizations); (fe) salesale (other than in the ordinary course of business), lease, or other disposition of any asset or property of the Company or UAC or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the CompanyCompany or UAC (other than the reacquisition and refinancing through UACSC of previously securitized receivables pursuant to "clean-up" calls of outstanding securitizations); (g) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closing; (hf) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsCompany or UAC; or (jg) agreement, whether oral written or writtenoral, by the Company or UAC to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Since the dates of the Disclosure LetterCCB Balance Sheets, since its inception, the Company CCB has conducted its CCB's business only in the Ordinary Course of Business and there has not been any: (a) change in the CompanyCCB's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the Companycapital stock of CCB; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company CCB of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the CompanyCCB; (c) payment or increase by the Company CCB of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits pursuant to, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of CCB; (e) damage to or destruction or loss of any asset or property of the CompanyCCB, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyCCB, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to CCB in an amount equal to or in excess of $10,000.00; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company CCB or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of CCB, including the Companysale, lease, or other disposition of any of the CCB Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to CCB in excess of $10,000.00; (hi) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsCCB; or (j) agreement, whether oral or written, by the Company CCB to do any of the foregoing.

Absence of Certain Changes and Events. Except Since the date of the Interim Balance Sheet, the Company and its Subsidiaries has conducted the Business only in the ordinary course of business and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing, except as contemplated by this Agreement or as set forth in Section 3.13 3.11 of the Sellers Disclosure LetterSchedule, since its inceptionthe date of the Interim Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been with respect to the Company or its Subsidiaries any: (a) change in the Company's authorized amendment to its Governing Documents; (b) issuance, sale, grant or issued units; grant other disposition of or Encumbrance on any Shares or other equity securities or any options, warrants or other rights to acquire, any such securities; (c) split, combination or reclassification of any option or right to purchase units of the Company; issuance of any security convertible into such units or membership interests; grant of any registration rights; purchaseits equity securities; (d) declaration, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration setting aside or payment of any dividend or other distribution (whether in cash, securities or payment other property) in respect of units; its Shares (b) amendment other than with respect to the Organizational Documents of Excluded Assets and the Company; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoing; (d) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken Cash as a wholeprovided herein); (e) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trustincurrence, assumption or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into guarantee of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such terminationIndebtedness; (f) sale, lease, license, pledge or other disposition of any asset or property of the Company or mortgage, pledgeof, or imposition Encumbrance (other than Permitted Encumbrances) on, any of any lien its properties or assets (other encumbrance on any material asset or property than sales of Inventory for fair consideration and in the Companyordinary course of business); (g) except to consummation of (i) any merger, consolidation or other business combination, or (ii) the extent canceled purchase of all or waived in connection with the closing a substantial portion of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation assets or waiver any equity of any claims business or rights which would otherwise continue after the ClosingPerson; (h) damage to, or destruction or loss of, any of its material change in the accounting methods used assets or material properties, whether or not covered by the Companyinsurance; (i) entry into, modification, acceleration, cancellation or termination (other than due to the completion of all executory obligations thereunder or through the expiration of the terms or periods specified therein) of any election not Material Contract except in the ordinary course of business; (j) (i) adoption, entry into, termination or amendment of any Company Plan, or employment, severance or similar Contract, (ii) increase in the compensation or fringe benefits of, or payment of any bonus to, any manager or officer of the Company or any Subsidiary, (iii) amendment or acceleration of the payment, right to participate payment or vesting of any compensation or benefits, or (iv) grant of any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan; (k) cancellation, compromise, release or waiver of any material claims or rights (or series of related claims or rights) or otherwise outside the ordinary course of business; (l) material acceleration or delay in the payment of accounts payable or other Liabilities or in the collection of notes or accounts receivable; (m) resignation or termination or threatened resignation or termination of the employment of any operation proposed of its key employees; (n) material revaluation of any of its assets, including writing down the value of inventory or writing off notes or accounts receivable; (o) Tax election, change any annual Tax accounting period, adoption or change of any method of Tax accounting; filing of any amended Tax Return; entering into of any “closing agreement” with any taxing authority; settlement of any claim or assessment in respect of a material amount of Tax; or consent to be conducted any extension or waiver of the limitations period applicable to any Tax claim or assessment; (p) transfer, assignment or grant of any license, sublicense or other rights under or with respect to any material Intellectual Property Rights (other than non-exclusive licenses granted in the Assetsordinary course of business), or any allowance of any material Owned Intellectual Property Rights to lapse, expire, or become subject to any Encumbrance (other than Permitted Encumbrances); or (jq) authorization or agreement, whether oral in writing or writtenotherwise, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure LetterLetter and for the transactions contemplated by this Agreement, since its inceptionAugust 1, 2005, the Company has conducted its business the Company Business only in the Ordinary Course ordinary course of Business business and consistent with past practice and without limiting the generality of the foregoing, there has not been any: (a) change in the Company's ’s authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of capital stock of the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of units;shares of capital stock; or (b) amendment to the Organizational Documents organizational documents of the Company;; or (c) except in the ordinary course of business consistent with past practice, payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the ordinary course of business consistent with past practice) employee or entry into any employment, severance, or similar Contract contract with any of the foregoing;director, officer, or employee; or (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; or (e) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects in excess of the Company, taken as a whole;$50,000; or (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any Contract license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any contract or transaction which would have continued after involving a total remaining commitment by or to the Closing, but for such termination;Company of at least $50,000; or (fg) salesale (other than sales of inventory in the ordinary course of business consistent with past practice), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien Encumbrance or other encumbrance on any material asset or property of the Company;, including the sale, lease, or other disposition of any of the Intellectual Property Assets, in excess of $50,000; or (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to the Closing;Company in excess of $50,000; or (hi) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreementany material change in (x) pricing, whether oral discounts, investment or written, by inventory policy of the Company to do or (y) any method of calculating bad debt or other reserves of the foregoing.Company; or (k) any new license agreement for Trademarks or Patents; or (1) any promotion or credit or similar incentive granted to customers in excess of $25,000 per customer; or

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 3.16 of the Disclosure Letter, since its inceptionthe date of the Balance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and and, without the written consent of the Buyer, there has not been any: (a) change in the any Acquired Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the CompanyAcquired Companies, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after involving, in either case, a total remaining commitment by or to any Acquired Company of at least $50,000 in the Closing, but for aggregate as to all such terminationagreements and transactions; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company other than in the Company Ordinary Course of Business or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Companyany Acquired Company other than Permitted Encumbrances; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to any Acquired Company in excess of $50,000 in the Closingaggregate as to all such claims and rights; (hi) material change in the accounting methods or accounting practices used by any Acquired Company or any credit collection or payment practice, or written down the Companyvalue of the Assets or properties or written-off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the Ordinary Course of Business, none of which, individually or in the aggregate, are material; (i) any election not to participate in any operation proposed to be conducted with respect to the Assets; or (j) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing. From the date hereof, neither the Sellers nor any Acquired Company will, directly or indirectly, do or agree to do any of the foregoing without the Buyer's written consent.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Exhibit 3.16 hereof or as contemplated herein, since the date of the Disclosure Letter, since its inceptionInterim 2001 Balance Sheets, the Company has Realty One Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the Company's Realty One Companies' authorized or issued unitscapital stock; grant of any option stock option, warrant or right to purchase units shares of capital stock of the CompanyRealty One Companies; issuance of any security or instrument convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any of the Company Realty One Companies of any units or membership interests shares of the Companyany such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of unitsshares of capital stock; (b) amendment to the Organizational Documents of any of the CompanyRealty One Companies; (c) payment or except in the Ordinary Course of Business, a material increase by the Company Realty One Companies of any bonuses, salaries, or other compensation to any stockholder, director, officer, memberagent or independent contractor affiliated with any of the Realty One Companies or employee, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, agent, independent contractor or employee; (d) except in the Ordinary Course of Business, adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Realty One Companies; (e) uninsured damage to or destruction or loss of any material asset or property of the Company, whether or not covered by insuranceRealty One Companies, materially and adversely affecting the properties, assets, business, financial condition, or prospects of any one of the CompanyRealty One Companies, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination Ordinary Course of the Trust, or as disclosed in Section 3.13(e) of the Disclosure LetterBusiness, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Realty One Company of at least $50,000; (fg) except in the Ordinary Course of Business, sale, lease, or other disposition of any asset or property of the Company Realty One Companies or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the CompanyRealty One Companies (except for Permitted Encumbrances), including the sale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination Ordinary Course of the TrustBusiness, cancellation or waiver of any claims or rights which would otherwise continue after with a value to the ClosingRealty One Companies in excess of $50,000; (hi) material change in the accounting methods used by the Company; (i) any election not to participate in any operation proposed to be conducted with respect to the AssetsRealty One Companies; or (j) agreement, whether oral or written, by the Company any of Realty One Companies or Seller and Insignia to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 of the Disclosure LetterSCHEDULE 5.14 attached hereto, since its inceptionthe date of M-Flex's Quarterly Balance Sheet, the Company M-Flex has conducted its business Business only in the Ordinary Course of Business and there has not been any: (a) (i) change in the Company's authorized or issued unitscapital stock of M-Flex; (ii) grant of any stock option or right to purchase units shares of the Companycapital stock of M-Flex; (iii) issuance of any security convertible into such units or membership interestscapital stock of M-Flex; (iv) grant of any registration rightsrights in respect of any shares of such capital stock of M-Flex; (v) purchase, redemption, retirement, or other acquisition by the Company M-Flex of any units or membership interests shares of the Companyany such capital stock of M-Flex; or (vi) declaration or payment of any dividend or other distribution or payment in respect of unitssuch shares of capital stock of M-Flex; (b) amendment to the Organizational Documents of the CompanyM-Flex; (c) payment or increase by the Company M-Flex of any bonuses, salaries, or other compensation (including management or other similar fees) to any stockholdershareholder, director, officer, member, manager, or employee officer or entry into any employment, severance, severance or similar Contract with any director, officer, or Employee, other than termination and release of employment contracts conditioned upon the foregoingClosing; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, severance, or other employee benefit plan for or with any of the Employees of M-Flex or any increase in the payment to or benefits under any Plan or Other Benefit Obligation for or with any employees of M-Flex; (e) damage to or destruction or loss of any asset or property of the CompanyM-Flex, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination or acceleration of, or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a Liability by or to M-Flex of at least $100,000; (fg) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or M-Flex; (h) mortgage, pledge, or imposition of any lien Lien or other encumbrance Encumbrance on any material asset or property of M-Flex, including the Companysale, lease, or other disposition of any of the Intellectual Property of M-Flex, except as disclosed in SCHEDULE 5.6; (gi) accrual of any new or additional expenses except to the extent canceled or waived in connection with the closing of the transactions described for such accruals in the Burlington Purchase Agreement and Ordinary Course of Business; (j) capital expenditures in connection with the termination excess of the Trust, $100,000; (k) cancellation or waiver of any claims or rights which would otherwise continue after the Closingwith a value to M-Flex in excess of $25,000; (hl) material payment, discharge, or satisfaction of any Liability by M-Flex, other than the payment, discharge, or satisfaction of Liabilities in the Ordinary Course of Business; (m) incurrence of or increase in, any Liability, except in the Ordinary Course of Business, or any accelerated or deferred payment of or failure to pay when due, any Liability; (n) loan to, or any agreement with, any Employee other than an employment agreement; (o) failure to preserve intact the current business organization of M-Flex, keep available the services of its current officers, Employees, and agents and maintain the relations and good will with its suppliers, customers, landlords, creditors, Employees, agents, and others having business relationships with them; (p) change in the accounting methods used by the CompanyM-Flex; (iq) action taken by M-Flex to accelerate the collection of any receivable or which changes credit terms to customers; (r) payment to any Affiliate (or any Affiliate thereof) other than payments made to such Persons in the Ordinary Course of Business consistent with past practices for actual obligations owed, products purchased, or services rendered, in each case in amounts not in excess of the fair value thereof; (s) election not to participate in any operation proposed to be conducted made, extension granted, or waiver of a statute of limitations with respect to the AssetsTaxes or settlement or compromise any federal, state, local, or foreign claim or Liability for Taxes; or (jt) agreement, whether oral or written, by the Company M-Flex with respect to or to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 Part 4.14 of the Disclosure LetterLetter and those actions described in Section 6.10 below, since its inceptionthe date of the Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) Other than ▇▇. ▇▇▇▇▇▇▇-▇▇▇▇▇’▇ pre-Closing exercise of Options as set forth in Section 2.6, change in the Company's ’s authorized or issued unitscapital stock; grant of any option stock option, “phantom” stock right or right to purchase units shares of capital stock of the Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any units or membership interests of the Company; or declaration or payment shares of any dividend or other distribution or payment in respect of unitssuch capital stock; (b) Contracts involving the sale of products by the Company that provide for profit margins to the Company less than the historical average margins on similar Contracts entered into in the Ordinary Course of Business prior to the date of this Agreement (and Buyer and Buyer Sub shall in no way have any input into Company’s pricing prior to the Closing); (c) capital expenditures in excess of $50,000 in the aggregate; (d) amendment to the Organizational Documents of the Company; (ce) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or (except in the Ordinary Course of Business) employee or (except as required by this Agreement) entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (df) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (g) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Companywhich, taken as a whole, are materially adverse to the business, operations, assets or financial condition of the Company; (eh) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination of the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any lease, license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after involving a total remaining commitment by or to the Closing, but for such terminationCompany of at least $50,000; (fi) salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (gj) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or rights which would otherwise continue after with a value to the ClosingCompany in excess of $50,000 in the aggregate; (hk) material change in the accounting methods used by the Company; (il) Contract whereby the Company has or may incur any election obligation or liability (fixed or contingent) which is not to participate in any operation proposed to be conducted with respect the Ordinary Course of Business or which is materially adverse to the Assetsbusiness, operations, assets or financial condition of the Company; (m) change in employee relations which is, or is reasonably likely to be, materially adverse to the business, operations, assets or financial condition of the Company or on the relationships between the employees and the Company; or (jn) agreement, whether oral or written, by the Company to do any of the foregoing. Since the date of the Balance Sheet, the Company has operated its business in the Ordinary Course of Business so as to preserve the business of the Company intact, to keep available the services of its employees, and to preserve the goodwill of its suppliers, customers, distributors and others having business relations with it.

Absence of Certain Changes and Events. Except as set forth in Section 3.13 PART 3.12 OF THE DISCLOSURE LETTER, since the date of the Disclosure Letter, since its inceptionBalance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the any Acquired Company's authorized or issued unitscapital stock; grant of any stock option or right to purchase units shares of the capital stock of any Acquired Company; issuance of any security convertible into such units or membership interestscapital stock; grant of any registration rights; or purchase, redemption, retirement, or other acquisition by the any Acquired Company of any units or membership interests shares of the Company; any such capital stock or declaration or payment of any dividend or other distribution or payment in respect on any capital stock of unitsthe Company; (b) amendment to the Organizational Documents of the any Acquired Company; (c) except in the Ordinary Course of Business, payment of any bonuses or increase by the Company of any bonuses, salaries, salaries or other compensation by any Acquired Company to any stockholder, director, officer, member, manager, or employee or entry into any employment, severance, or similar Contract with any of the foregoingdirector, officer, or employee; (d) adoption, amendment or termination of, or increase or change in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; (e) except in the Ordinary Course of Business and except for ordinary wear and tear, damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, materially and adversely affecting except where such damage, destruction or loss would not (individually or in the properties, assets, business, financial condition, aggregate) have a Material Adverse Effect or prospects of the Company, taken as would not reasonably be likely to result in a wholeMaterial Adverse Effect; (ef) except the Gas Contract (as defined in the Burlington Purchase Agreement) that was terminated in connection with the termination Ordinary Course of the Trust, or as disclosed in Section 3.13(e) of the Disclosure LetterBusiness, entry into of any Contract or transaction that continues after the Closing orinto, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction which would have continued after the Closing, but for such terminationinvolving a total remaining commitment by or to any Acquired Company of at least $25,000; (fg) except in the Ordinary Course of Business, sale, lease, or other disposition of any asset or property of the any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets; (gh) except to the extent canceled or waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or waiver of any claims or group of related claims or rights which would otherwise continue after the Closing; (h) material change with a value to any Acquired Company in the accounting methods used by the Companyexcess of $25,000; (i) material changes in the accounting practices, principles, policies or methods used by any election not Acquired Company, except as required by law or a change in applicable accounting regulations; (j) material change in business practices or policies, including selling or marketing practices, returns, discounts or other terms of sale, collection of receivables or payment of accounts payable or other obligations or management of inventory levels (including restocking of inventory); (k) failure to participate pay all Taxes as they come due and file all Tax Returns in any operation proposed a timely manner, in each case in the Ordinary Course of Business, subject to be conducted with respect to Part 3.7(e) of the AssetsDisclosure Letter; or (jl) agreement, whether oral or written, by the any Acquired Company to do any of the foregoing.