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

Absence of Certain Changes and Events. From January 1, 2009 through the date hereof, except as otherwise contemplated, required or permitted by this Agreement, there has not been: (a) (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellers; (b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary; (c) any material change in accounting methods, principles or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities of Parent, except to the extent required by a change in GAAP or applicable Law, including Tax Laws; (d) any sale, transfer, pledge or other disposition by any Seller or any Purchased Subsidiary of any portion of its assets or properties not in the Ordinary Course of Business and with a sale price or fair value in excess of $100,000,000; (e) aggregate capital expenditures by any Seller or any Purchased Subsidiary in excess of $100,000,000 in a single project or group of related projects or capital expenditures in excess of $100,000,000 in the aggregate; (f) any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof (other than acquisitions of portfolio assets and acquisitions in the Ordinary Course of Business) in a transaction (or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000; (g) any discharge or satisfaction of any Indebtedness by any Seller or any Purchased Subsidiary in excess of $100,000,000, other than the discharge or satisfaction of any Indebtedness when due in accordance with its terms; (h) any alteration, whether through a complete or partial liquidation, dissolution, merger, consolidation, restructuring, reorganization or in any other manner, the legal structure or ownership of any Seller or any Key Subsidiary or any material joint venture to which any Seller or any Key Subsidiary is a party, or the adoption or alteration of a plan with respect to any of the foregoing; (i) any amendment or modification to the material adverse detriment of any Key Subsidiary of any material Affiliate Contract or Seller Material Contract, or termination of any material Affiliate Contract or Seller Material Contract to the material adverse detriment of any Seller or any Key Subsidiary, in each case, other than in the Ordinary Course of Business; (j) any event, development or circumstance involving, or any change in the financial condition, properties, assets, liabilities, business, or results of operations of Sellers or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to the end of the most recent fiscal year end) of Sellers that has had or would reasonably be expected to have a Material Adverse Effect; or (k) any commitment by any Seller, any Key Subsidiary (in the case of clauses (a), (g) and (h) above) or any Purchased Subsidiary (in the case of clauses (b) through (f) and clauses (h) and (j) above) to do any of the foregoing.

Absence of Certain Changes and Events. From January 1, 2009 through the date hereof, except as otherwise contemplated, required or permitted by of the Financial Statements to the date of this Agreement, there has not beenbeen any Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the Financial Statements, there has not been any: (a) amendment or authorization of any amendment to the articles of incorporation or bylaws or other applicable charter or organizational documents of the Seller or the Acquired Company in a manner that could be expected to delay or otherwise interfere with the consummation of the transactions contemplated by this Agreement; (ib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellers; (b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in cash) in respect of the Ordinary Course capital stock of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiarythe Acquired Company; (c) except as set forth on Section 3.7(c) of the Seller Disclosure Schedule, sale, lease, license, pledge or other disposition of, or Encumbrance on, any material change of the properties or assets of the Acquired Company or the Seller used or held for use in accounting methodsconnection with, principles necessary for or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities of Parent, except relating to the extent required by a change Business (other than sales of inventory for fair consideration and in GAAP or applicable Law, including Tax Lawsthe ordinary course of the Business); (d) any sale, transfer, pledge or other disposition by any Seller or any Purchased Subsidiary acquisition of any portion of its properties or assets that are material to the Business individually or properties not in the Ordinary Course aggregate, except purchases of Business inventory for fair consideration and with a sale price or fair value in excess the ordinary course of $100,000,000the Business; (e) damage to, or destruction or loss of, any of the properties or assets of the Acquired Company or of the Seller used or held for use in connection with, necessary for or relating to the Business with an aggregate capital expenditures by any Seller or any Purchased Subsidiary value in excess of two hundred and fifty thousand ($100,000,000 in 250,000), whether or not covered by insurance; (f) settlement or compromise with a single project or group of related projects or capital expenditures value in excess of one hundred thousand ($100,000,000 100,000) in connection with any Proceeding involving the Seller and the Acquired Company and arising in connection with the operation of the Business or otherwise relating to the Business, the Purchased Assets or the Assumed Liabilities; (g) except as set forth on Section 3.7(g) of the Seller Disclosure Schedule, rejection, termination, expiration or adverse amendment to any Material Contract, (h) except as set forth on Section 3.7(h) of the Seller Disclosure Schedule, capital expenditure or other expenditure with respect to property, plant or equipment used in or held for use in connection with, necessary for or relating to the Business in excess of two hundred and fifty thousand ($250,000) individually or one million ($1,000,000) in the aggregate; (fi) any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof (other than acquisitions of portfolio assets and acquisitions change in the Ordinary Course of Business) Seller’s accounting principles, methods or practices or investment practices in a transaction (connection with or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000; (g) any discharge or satisfaction of any Indebtedness by any Seller or any Purchased Subsidiary in excess of $100,000,000, other than the discharge or satisfaction of any Indebtedness when due in accordance with its terms; (h) any alteration, whether through a complete or partial liquidation, dissolution, merger, consolidation, restructuring, reorganization or in any other manner, the legal structure or ownership of any Seller or any Key Subsidiary or any material joint venture to which any Seller or any Key Subsidiary is a party, or the adoption or alteration of a plan with respect to any of the foregoing; (i) any amendment or modification relating to the material adverse detriment of Business, including any Key Subsidiary of any material Affiliate Contract or Seller Material Contract, or termination of any material Affiliate Contract or Seller Material Contract changes as were necessary to the material adverse detriment of any Seller or any Key Subsidiary, in each case, other than in the Ordinary Course of Businessconform with GAAP; (j) any event, development material acceleration or circumstance involving, or any change delay in the financial condition, properties, assets, liabilities, business, payment of accounts payable or results other Liabilities or in the collection of operations of Sellers notes or any circumstance, occurrence accounts receivable in connection with or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior relating to the end of the most recent fiscal year end) of Sellers that has had or would reasonably be expected to have a Material Adverse EffectBusiness; or (k) any commitment agreement by any the Seller, any Key Subsidiary (whether in the case of clauses (a)writing or otherwise, (g) and (h) above) or any Purchased Subsidiary (in the case of clauses (b) through (f) and clauses (h) and (j) above) to do any of the foregoing.

Absence of Certain Changes and Events. From January 1Except as set forth in Schedule 3.10, 2009 through since the date hereof, except as otherwise contemplated, required or permitted by this Agreement, there has of the Audited Balance Sheet North Central and North Central’s Affiliates have not been: (a) (i) sold or otherwise disposed of any declarationof their real property or real property leases, setting aside or payment entered into any renewals or extensions of such existing leases or entered into any new leases; (ii) made any material increase in the compensation or benefits payable or to become payable by North Central or North Central’s Affiliates to any officers, employees or consultants whose total remuneration for the last fiscal year was, or for the current fiscal year is expected to be after any such increase, more than $20,000, or paid or accrued any bonus, percentage of compensation, severance benefit or other like benefit to, or for the credit of, any officer, employee or consultant, except in accordance with such plans and arrangements as were in effect prior to the date of the Audited Balance Sheet or are set forth in Schedule 3.1I; (iii) entered into, amended, terminated or received notice of termination of any material contract, license, franchise, commitment or other arrangement other than in the ordinary course of business; (iv) altered or revised its accounting principles, procedures, methods or practices except as required by law; (v) changed their credit policies as to sales of Inventories, discounts, product returns, warranties or collection of receivables; (vi) transferred or otherwise disposed of any material assets except Inventory in the ordinary course of business; (vii) incurred, discharged or satisfied any material liability (absolute or contingent), mortgage, lien, security interest or encumbrance other than in the ordinary course of business; (viii) except as set forth on the Audited Balance Sheet, declared or paid any dividend or other distribution (whether in cashcash or securities, securities or redeemed, repurchased or otherwise acquired any capital stock or other property securities of North Central or by allocation North Central’s Affiliates; (ix) issued or committed to issue any securities of, or other ownership interests in, North Central or North Central’s Affiliates; (x) made any purchase commitment in excess of additional Indebtedness the normal, ordinary and usual requirements of their businesses, or made any change in their selling, pricing, advertising or personnel practices inconsistent with its prior practice; (xi) written off or down as uncollectible any notes or accounts receivable or portion thereof except in amounts that in the aggregate are not materially in excess of preexisting reserves therefor, or taken, set aside or increased any reserves or charges on their books against earnings or assets; (xii) failed to replenish their Inventories in a normal and customary manner consistent with their prior practices and prudent business practices prevailing in North Central and North Central’s Affiliates’ industry; (xiii) entered into any Seller compromise or settlement of or suffered any Key Subsidiary without receipt of fair value) with respect to any Equity Interests judgment in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any splitlitigation, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellers; (b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009proceeding, or as a result of a promotion governmental investigation relating to a position of additional responsibilitythem or their assets, properties, rights or businesses; (iixiv) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary; (c) suffered any material change in accounting methodsdamage, principles destruction or practices loss whether or not covered by insurance; (xv) made any Seller, Purchased Subsidiary capital expenditures or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities of Parent, except to the extent required by a change in GAAP or applicable Law, including Tax Laws; (d) any sale, transfer, pledge or other disposition by any Seller or any Purchased Subsidiary of any portion of its assets or properties not in the Ordinary Course of Business and with a sale price or fair value commitment therefor in excess of $100,000,000; 20,000; or (exvi) aggregate capital expenditures by entered into any Seller written or any Purchased Subsidiary in excess of $100,000,000 in a single project or group of related projects or capital expenditures in excess of $100,000,000 in the aggregate; (f) any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof (other than acquisitions of portfolio assets and acquisitions in the Ordinary Course of Business) in a transaction (or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000; (g) any discharge or satisfaction of any Indebtedness by any Seller or any Purchased Subsidiary in excess of $100,000,000oral agreement, other than the discharge or satisfaction of any Indebtedness when due in accordance with its terms; (h) any alterationthis Agreement, whether through a complete or partial liquidation, dissolution, merger, consolidation, restructuring, reorganization or in any other manner, the legal structure or ownership of any Seller or any Key Subsidiary or any material joint venture to which any Seller or any Key Subsidiary is a party, or the adoption or alteration of a plan with respect to any of the foregoing; (i) any amendment or modification to the material adverse detriment of any Key Subsidiary of any material Affiliate Contract or Seller Material Contract, or termination of any material Affiliate Contract or Seller Material Contract to the material adverse detriment of any Seller or any Key Subsidiary, in each case, other than in the Ordinary Course of Business; (j) any event, development or circumstance involving, or any change in the financial condition, properties, assets, liabilities, business, or results of operations of Sellers or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to the end of the most recent fiscal year end) of Sellers that has had or would reasonably be expected to have a Material Adverse Effect; or (k) any commitment by any Seller, any Key Subsidiary (in the case of clauses (a), (g) and (h) above) or any Purchased Subsidiary (in the case of clauses (b) through (f) and clauses (h) and (j) above) to do any of the foregoingthings enumerated in (i) through (xv) of this Section.

Absence of Certain Changes and Events. From January 1Except (a) with respect to the Excluded Assets and the Excluded Liabilities, 2009 through the date hereof, except or (b) as otherwise contemplated, required or permitted contemplated by this Agreement, there since March 31, 2011, Seller has not beenoperated the Branch Offices in the Ordinary Course of Business and in substantially the same manner as previously conducted by Seller. Without limiting the generality of the foregoing, since March 31, 2011, Seller has not, except as disclosed in Schedule 3.18: (a) (i) suffered any declaration, setting aside change which has had or payment of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness is reasonably likely to any Seller or any Key Subsidiary without receipt of fair value) have a Material Adverse Effect with respect to any Equity Interests in any Seller the Branch Offices, the Transferred Assets or any Key Subsidiary Assumed Liabilities or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or Seller’s ability to consummate the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellerstransactions contemplated by this Agreement; (b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption(i) sold, termination oftransferred, entry into leased, pledged, mortgaged, or amendment otherwise encumbered or modification ofagreed to sell, in a material mannertransfer, lease, pledge, mortgage or otherwise encumber, any Benefit Planof the Transferred Assets or the Assumed Liabilities or rights with respect thereto, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (vii) entry into canceled, waived, compromised or amendmentagreed to cancel, modification waive or termination of compromise any Collective Bargaining Agreement debts, claims or other Contract rights with any Union of any Seller respect to the Transferred Assets or Purchased SubsidiaryAssumed Liabilities; (c) made or permitted any material change in accounting methodsamendment, principles termination, lapse of, or practices by waiver or consent to, any SellerAssumed Contract, Purchased Subsidiary lease, agreement, consent, license or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities of Parent, except Permit with respect to the extent required by a change in GAAP or applicable Law, including Tax LawsBranch Offices; (d) made any sale, transfer, pledge change in any method of management or other disposition by any Seller or any Purchased Subsidiary operation of any portion of its assets or properties the Branch Offices not in the Ordinary Course of Business and with a sale price or fair value in excess of $100,000,000any accounting change, except as may be required by GAAP or generally applicable regulatory requirements; (e) aggregate capital expenditures by granted any Seller or any Purchased Subsidiary in excess of $100,000,000 in a single project or group of related projects or capital expenditures in excess of $100,000,000 increase in the aggregatecompensation of its officers or Employees located at the Branch Offices (including any increase pursuant to any bonus, pension, profit sharing or other plan or commitment), except for periodic increases in the Ordinary Course of Business made pursuant to established compensation policies applied on a basis consistent with that of the prior year, other than increases and payments necessary, in the employer’s reasonable discretion, to maintain and preserve the operation of the Branch Offices; (f) except for the Inter-Bank Transfer, caused the Branch Offices to transfer to Seller’s other operations any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof (deposits other than acquisitions of portfolio assets and acquisitions deposits securing any loans, except in the Ordinary Course of Business) Business at the unsolicited request of depositors, or caused any of Seller’s other operations or customers to transfer to the Branch Offices any deposits or loans, except in a transaction (the Ordinary Course of Business at the unsolicited request of depositors or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000loan customers, as applicable; (g) made any discharge or satisfaction of change to its customary policies for setting rates on deposits offered at the Branch Offices, including any Indebtedness increase in interest rates paid unless (and only to the extent that) Seller has effected such a rate increase in its other branch offices and such changes generally do not exceed the generally prevailing rates for similar deposits at similarly situated financial institutions in the respective market areas served by any Seller or any Purchased Subsidiary in excess of $100,000,000, other than the discharge or satisfaction of any Indebtedness when due in accordance with its termsBranch Offices and which further do not exceed interest rates allowed to be paid by depository institutions which are deemed undercapitalized pursuant to 12 C.F.R.§337.6; (h) any alteration, whether through a complete or partial liquidation, dissolution, merger, consolidation, restructuring, reorganization or in entered into any other mannertransaction or conducted its affairs, the legal structure or ownership of any Seller or any Key Subsidiary or any material joint venture to which any Seller or any Key Subsidiary is a party, or the adoption or alteration of a plan with respect to any of the foregoing; (i) any amendment or modification in either case related to the material adverse detriment of any Key Subsidiary of any material Affiliate Contract Transferred Assets or Seller Material Contract, or termination of any material Affiliate Contract or Seller Material Contract to the material adverse detriment of any Seller or any Key Subsidiary, in each caseAssumed Liabilities, other than in the Ordinary Course of BusinessBusiness and consistent with prudent banking practices except as contemplated by this Agreement; (i) subjected to any Lien any portion of the Transferred Assets or the Assumed Liabilities or any interest thereon, except Permitted Liens; (j) suffered any eventdamage, development or circumstance involvingdestruction, impairment, casualty loss, condemnation, taking by eminent domain to any real, or any change personal or mixed property included in the financial conditionTransferred Assets, propertieswhether or not covered by insurance, assetsin each case and the aggregate, liabilities, business, or results in excess of operations of Sellers or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to the end of the most recent fiscal year end) of Sellers that has had or would reasonably be expected to have a Material Adverse Effect$25,000; or (k) committed to or entered into any commitment by any Sellerunderstanding, any Key Subsidiary arrangement or agreement (in the case of clauses (a), (g) and (h) above) written or any Purchased Subsidiary (in the case of clauses (b) through (f) and clauses (h) and (j) aboveunwritten) to do any of the foregoing.

Absence of Certain Changes and Events. From January 1Except as set forth on Schedule ------------------------------------- 3.5, 2009 through from the date hereof, except as otherwise contemplated, required or permitted by this Agreement, there Balance Sheet Date each of the Company and its Subsidiaries has conducted its business only in the ordinary and usual course and has not been: (a) (i) any declaration, setting aside undergone or payment suffered or become aware of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellers; (b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary; (c) any material change in accounting methods, principles or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities of Parent, except to the extent required by a change in GAAP or applicable Law, including Tax Laws; (d) any sale, transfer, pledge or other disposition by any Seller or any Purchased Subsidiary of any portion of its assets or properties not in the Ordinary Course of Business and with a sale price or fair value in excess of $100,000,000; (e) aggregate capital expenditures by any Seller or any Purchased Subsidiary in excess of $100,000,000 in a single project or group of related projects or capital expenditures in excess of $100,000,000 in the aggregate; (f) any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof (other than acquisitions of portfolio assets and acquisitions in the Ordinary Course of Business) in a transaction (or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000; (g) any discharge or satisfaction of any Indebtedness by any Seller or any Purchased Subsidiary in excess of $100,000,000, other than the discharge or satisfaction of any Indebtedness when due in accordance with its terms; (h) any alteration, whether through a complete or partial liquidation, dissolution, merger, consolidation, restructuring, reorganization or in any other manner, the legal structure or ownership of any Seller or any Key Subsidiary or any material joint venture to which any Seller or any Key Subsidiary is a party, or the adoption or alteration of a plan with respect to any of the foregoing; (i) any amendment or modification to the material adverse detriment of any Key Subsidiary of any material Affiliate Contract or Seller Material Contract, or termination of any material Affiliate Contract or Seller Material Contract to the material adverse detriment of any Seller or any Key Subsidiary, in each case, other than in the Ordinary Course of Business; (j) any event, development or circumstance involvingoccurrence, development, or any change in the financial condition, properties, assets, liabilities, business, state of circumstances or results of operations of Sellers or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to the end of the most recent fiscal year end) of Sellers that fact which has had or would reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the first sentence of this Section 3.5 (and except as set forth on Schedule 3.5 or as otherwise disclosed in or permitted or required by this Agreement or Schedules hereto), since the Balance Sheet Date neither the Company nor any of its Subsidiaries has: (a) Authorized for issuance, issued, delivered or sold any debt or equity securities, or altered the terms of any outstanding securities issued by it, or increased its indebtedness for borrowed money other than in the ordinary and usual course of business; (b) Made or set aside for making any distribution (whether in cash, interests or property or otherwise) in respect of any partnership or other interest, or redeemed, purchased or otherwise acquired any such partnership or other interests, any securities convertible into or exchangeable for such partnership or other interests or any options, warrants or other rights to purchase or subscribe to any of the foregoing; (c) Paid, discharged or satisfied any Liability or obligation (whether accrued, absolute, contingent or otherwise) other than the payment, discharge or satisfaction, in the ordinary and usual course of business, of Liabilities or obligations shown or reflected on the financial statements included in the SEC Reports or incurred in the ordinary and usual course of business; (d) Except in the ordinary and usual course of business, permitted or allowed any assets (whether real, personal or mixed, tangible or intangible) to be subjected to any Lien except (i) Liens disclosed on the Schedules hereto and (ii) (A) mechanics', carriers', workmen's, repairmen's, and other like liens arising or incurred in the ordinary course of business, (B) liens for Taxes, assessments and other governmental charges that are not yet due and payable or that may thereafter be paid without penalty, or that are being contested in good faith by appropriate proceedings (which liens are set forth in Schedule 3.5) and (C) imperfections of title and other encumbrances that, individually or in the aggregate, are not substantial in character or amount and do not, except in immaterial respects, detract from, or interfere with the Company's business as presently conducted (the Liens described in clauses (i) and (ii) being herein referred to as "Permitted Liens"); --------------- (e) Written off as uncollectible any notes or accounts receivable other than in immaterial amounts or in the ordinary and usual course of business; (f) Cancelled or waived any claims or rights of value or sold, transferred, distributed or otherwise disposed of any assets except in the ordinary and usual course of business; (g) Granted any increase in the compensation of any member of the Board of Control, management committee member, officer or employee, whether now or hereafter payable (other than increases in compensation in the ordinary and usual course of business and consistent in timing and amount with past practice) or granted any severance or termination pay (other than for severance pay in amounts consistent with its established severance pay practices), or entered into or varied the terms of any employment agreement (other than employment agreements terminable at will without any liability other than severance consistent with its established severance policies) with any such person or adopted, amended in any material respect or terminated (except in the ordinary and usual course of business and consistent with past practice) any Schedule 3.12 Plan (as defined in Section 3.12 hereof), non-ERISA arrangement, bonus, profit sharing or other employee benefit plan, agreement or arrangement of general applicability for the benefit of its members of the Board of Control, management committee members, officers or employees or for the benefit of members of the Board of Control, management committee members, officers or employees of any of its affiliates; (h) Other than as provided in the Company's 1996 capital expenditure plan previously provided to the Purchaser, made any capital expenditure or commitment for additions to property or equipment, or leased or agreed to lease any assets in excess of $250,000 individually or in the aggregate, or made any advance or capital contributions to, or investment in, any Person (other than to wholly-owned subsidiaries); (i) Made any material change in any method of accounting or keeping its books of account or accounting practices, except as required as a result of changes in GAAP; (j) Incurred any material obligation or Liability, except Liabilities incurred in the ordinary and usual course of business; or (k) Prior to the date hereof, experienced any commitment damage, destruction, or other casualty loss (whether or not covered by any Seller, any Key Subsidiary (in insurance) detrimental to the case business or assets of clauses (a), (g) and (h) above) the Company or any Purchased Subsidiary (in the case of clauses (b) through (f) and clauses (h) and (j) above) to do any of the foregoingfacility.

Absence of Certain Changes and Events. From January 1Since December 31, 2009 2005, except as set forth in the Seller Disclosure Schedule, the Seller has conducted the Business in the ordinary course thereof consistent with past practice and from such date through the date hereof, except as otherwise contemplated, required or permitted by of this Agreement, with respect to Seller, there has not beenbeen any: (a) (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellers; (b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary; (c) any material change in accounting methods, principles or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities of Parent, except to the extent required by a change in GAAP or applicable Law, including Tax Laws; (d) any sale, transfer, pledge or other disposition by any Seller or any Purchased Subsidiary of any portion of its assets or properties not in the Ordinary Course of Business and with a sale price or fair value in excess of $100,000,000; (e) aggregate capital expenditures by any Seller or any Purchased Subsidiary in excess of $100,000,000 in a single project or group of related projects or capital expenditures in excess of $100,000,000 in the aggregate; (f) any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof (other than acquisitions of portfolio assets and acquisitions in the Ordinary Course of Business) in a transaction (or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000; (g) any discharge or satisfaction of any Indebtedness by any Seller or any Purchased Subsidiary in excess of $100,000,000, other than the discharge or satisfaction of any Indebtedness when due in accordance with its terms; (h) any alteration, whether through a complete or partial liquidation, dissolution, merger, consolidation, restructuring, reorganization or in any other manner, the legal structure or ownership of any Seller or any Key Subsidiary or any material joint venture to which any Seller or any Key Subsidiary is a party, or the adoption or alteration of a plan with respect to any of the foregoing; (i) change in the business, assets, liabilities, results of operations or financial condition of the Seller, or any amendment event, condition or modification to the material adverse detriment contingency (either individually or taken together) that constitutes a Material Adverse Effect; (A) incurrence, payment or discharge of any Key Subsidiary Liability, (B) sale or transfer of any material Affiliate Contract or Seller Material Contractproperty, or termination (C) acquisition or sale, lease, grant of interest in, or other disposition of, any material Affiliate Contract assets or Seller Material Contract to the material adverse detriment of any Seller or any Key Subsidiarybusinesses, in each caseof clauses (A), (B) and (C), other than in the Ordinary Course ordinary course of Businessbusiness, consistent with past practice; (jA) guarantee or any event, development or circumstance involvingother assumption of the obligations of any Person, or (B) making of any change loan or advance to any Person (other than vacation payments made to hourly factory employees at the L.A. Facility in the financial condition, properties, assets, liabilities, ordinary course of business, consistent with past practice); (iv) settlement or results compromise of operations any Action if the amount of Sellers or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or such settlement will either not be paid in full prior to the end of the most recent fiscal year end) of Sellers that has had Closing or which settlement or compromise would reasonably be expected to have a Material Adverse Effect; orcontinuing adverse impact on the Business after the Closing; (kv) Tax election or change in a Tax election or the filing for any commitment change in any material respect of any method of accounting with the Internal Revenue Service, except as required by any Seller, change in Law; (vi) change in any Key Subsidiary (method of accounting applied in the case preparation of clauses the Financial Statements, other than a change which is required by reason of a concurrent change in Law or GAAP; (a)A) adoption or amendment in any material respect to any benefit plan or bonus, profit sharing, deferred compensation, incentive, stock option or stock purchase plan, program or commitment, paid time off for sickness or other plan, program or arrangement for the benefit of its employees, consultants or directors, or (gB) and grant of any increase (hother than increases required under any Contact) abovein the compensation of its employees (including any such increase pursuant to any bonus, profit sharing or other compensation or incentive plan, program or commitment) or any Purchased Subsidiary increase (other than increases required under any Contract) in the case of clauses compensation payable or to become payable to any officer or director; (bviii) through (f) and clauses (h) and (j) above) to do material change or modification in any of the foregoingContracts required to be listed in any Schedule to this Agreement (other than an Exempt Purchase Order), nor has the Seller entered into any Contract (other than an Exempt Purchase Order), except, in each case, in the ordinary and regular course of its business and in no event calling for annual payments by, or to, the Seller in excess of $25,000; (ix) the making of any capital expenditures in excess of $25,000; (x) declaration, distribution or the setting aside for distribution of any property, other than cash, or directly or indirectly, the redemption, purchase or otherwise acquisition of any shares of capital stock for property, other than cash, as the case may be; and (xi) agreement, whether in writing or otherwise, to take any action described in this Section 3.15.

Absence of Certain Changes and Events. From January 1Except as set forth on Schedule 3.5, 2009 through from the date hereof, except as otherwise contemplated, required or permitted by this Agreement, there Balance Sheet Date each of the Company and its Subsidiaries has conducted its business only in the ordinary and usual course and has not been: (a) (i) any declaration, setting aside undergone or payment suffered or become aware of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellers; (b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary; (c) any material change in accounting methods, principles or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities of Parent, except to the extent required by a change in GAAP or applicable Law, including Tax Laws; (d) any sale, transfer, pledge or other disposition by any Seller or any Purchased Subsidiary of any portion of its assets or properties not in the Ordinary Course of Business and with a sale price or fair value in excess of $100,000,000; (e) aggregate capital expenditures by any Seller or any Purchased Subsidiary in excess of $100,000,000 in a single project or group of related projects or capital expenditures in excess of $100,000,000 in the aggregate; (f) any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof (other than acquisitions of portfolio assets and acquisitions in the Ordinary Course of Business) in a transaction (or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000; (g) any discharge or satisfaction of any Indebtedness by any Seller or any Purchased Subsidiary in excess of $100,000,000, other than the discharge or satisfaction of any Indebtedness when due in accordance with its terms; (h) any alteration, whether through a complete or partial liquidation, dissolution, merger, consolidation, restructuring, reorganization or in any other manner, the legal structure or ownership of any Seller or any Key Subsidiary or any material joint venture to which any Seller or any Key Subsidiary is a party, or the adoption or alteration of a plan with respect to any of the foregoing; (i) any amendment or modification to the material adverse detriment of any Key Subsidiary of any material Affiliate Contract or Seller Material Contract, or termination of any material Affiliate Contract or Seller Material Contract to the material adverse detriment of any Seller or any Key Subsidiary, in each case, other than in the Ordinary Course of Business; (j) any event, development or circumstance involvingoccurrence, development, or any change in the financial condition, properties, assets, liabilities, business, state of circumstances or results of operations of Sellers or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to the end of the most recent fiscal year end) of Sellers that fact which has had or would reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the first sentence of this Section 3.5 (and except as set forth on Schedule 3.5 or as otherwise disclosed in or permitted or required by this Agreement or Schedules hereto), since the Balance Sheet Date neither the Company nor any of its Subsidiaries has: (a) Authorized for issuance, issued, delivered or sold any debt or equity securities, or altered the terms of any outstanding securities issued by it, or increased its indebtedness for borrowed money other than in the ordinary and usual course of business; (b) Made or set aside for making any distribution (whether in cash, interests or property or otherwise) in respect of any partnership or other interest, or redeemed, purchased or otherwise acquired any such partnership or other interests, any securities convertible into or exchangeable for such partnership or other interests or any options, warrants or other rights to purchase or subscribe to any of the foregoing; (c) Paid, discharged or satisfied any Liability or obligation (whether accrued, absolute, contingent or otherwise) other than the payment, discharge or satisfaction, in the ordinary and usual course of business, of Liabilities or obligations shown or reflected on the financial statements included in the SEC Reports or incurred in the ordinary and usual course of business; (d) Except in the ordinary and usual course of business, permitted or allowed any assets (whether real, personal or mixed, tangible or intangible) to be subjected to any Lien except (i) Liens disclosed on the Schedules hereto and (ii) (A) mechanics', carriers', workmen's, repairmen's, and other like liens arising or incurred in the ordinary course of business, (B) liens for Taxes, assessments and other governmental charges that are not yet due and payable or that may thereafter be paid without penalty, or that are being contested in good faith by appropriate proceedings (which liens are set forth in Schedule 3.5) and (C) imperfections of title and other encumbrances that, individually or in the aggregate, are not substantial in character or amount and do not, except in immaterial respects, detract from, or interfere with the Company's business as presently conducted (the Liens described in clauses (i) and (ii) being herein referred to as "Permitted Liens"); (e) Written off as uncollectible any notes or accounts receivable other than in immaterial amounts or in the ordinary and usual course of business; (f) Cancelled or waived any claims or rights of value or sold, transferred, distributed or otherwise disposed of any assets except in the ordinary and usual course of business; (g) Granted any increase in the compensation of any member of the Board of Control, management committee member, officer or employee, whether now or hereafter payable (other than increases in compensation in the ordinary and usual course of business and consistent in timing and amount with past practice) or granted any severance or termination pay (other than for severance pay in amounts consistent with its established severance pay practices), or entered into or varied the terms of any employment agreement (other than employment agreements terminable at will without any liability other than severance consistent with its established severance policies) with any such person or adopted, amended in any material respect or terminated (except in the ordinary and usual course of business and consistent with past practice) any Schedule 3.12 Plan (as defined in Section 3.12 hereof), non-ERISA arrangement, bonus, profit sharing or other employee benefit plan, agreement or arrangement of general applicability for the benefit of its members of the Board of Control, management committee members, officers or employees or for the benefit of members of the Board of Control, management committee members, officers or employees of any of its affiliates; (h) Other than as provided in the Company's 1996 capital expenditure plan previously provided to the Purchaser, made any capital expenditure or commitment for additions to property or equipment, or leased or agreed to lease any assets in excess of $250,000 individually or in the aggregate, or made any advance or capital contributions to, or investment in, any Person (other than to wholly-owned subsidiaries); (i) Made any material change in any method of accounting or keeping its books of account or accounting practices, except as required as a result of changes in GAAP; (j) Incurred any material obligation or Liability, except Liabilities incurred in the ordinary and usual course of business; or (k) Prior to the date hereof, experienced any commitment damage, destruction, or other casualty loss (whether or not covered by any Seller, any Key Subsidiary (in insurance) detrimental to the case business or assets of clauses (a), (g) and (h) above) the Company or any Purchased Subsidiary (in the case of clauses (b) through (f) and clauses (h) and (j) above) to do any of the foregoingfacility.

Absence of Certain Changes and Events. From January 1Since the Most Recent Fiscal Year End, 2009 through the date hereofCompany has conducted the Business in the Ordinary Course and, except as otherwise contemplated, required or permitted expressly contemplated by this AgreementAgreement or any other Transaction Document, there has not beenoccurred any event or group of related events, condition, occurrence, contingency or development that has had, or would reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, since the Most Recent Fiscal Year End, there has not been any, and/or the Company has not: 3.8.1 change in the independent accountants of the Company or any change in the accounting methods, principles or practices followed by the Company (except for any such change required by reason of a concurrent change in GAAP or applicable Law); 3.8.2 with respect to any executive, manager, officer, employee, consultant or contractor of the Company, (a) adoption or termination in any respect, amendment or increase of the payments or benefits of any Employee Benefit Plan, (ib) any declarationgrant of severance or termination pay, setting aside (c) increase in the compensation or payment of any dividend bonus or (d) change with respect to compensation or other distribution benefits payable, except, in each of clauses (whether a) through (d), in cashthe Ordinary Course, securities as required by Law or as required by any existing Contract; 3.8.3 sale, assignment, transfer, hypothecation, conveyance, lease, or other disposition of any asset or property of the Company, except in the Ordinary Course, or by allocation mortgage, pledge, or imposition of additional Indebtedness to any Seller Lien on any asset or any Key Subsidiary without receipt property of fair value) the Company, except for Permitted Liens and except in the Ordinary Course; 3.8.4 split, combined, classified, re-classified, varied the Rights attaching to, or taken similar action with respect to any Equity of the Transferred Interests in any Seller or any Key Subsidiary or any repurchase for value of any other Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or proposed the authorization of any issuance of any other Equity Interests securities in respect of, in lieu of or in substitution for its authorized or issued equity or other Equity Interests of Sellers; (b) other than as is required by the terms of the Parent Employee Benefit Plans and PoliciesInterests; granted any Rights to purchase its Equity Interests; issued any Equity Interests; granted any registration rights; purchased, the Settlement Agreementredeemed, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009retired, or as a result of a promotion to a position of additional responsibility, (ii) grant to otherwise acquired any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary; (c) any material change in accounting methods, principles or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities of Parent, except to the extent required by a change in GAAP or applicable Law, including Tax Laws; (d) any sale, transfer, pledge or other disposition by any Seller or any Purchased Subsidiary of any portion of its assets Equity Interests; or properties not in the Ordinary Course adopted a plan of Business and with a sale price or fair value in excess of $100,000,000; (e) aggregate capital expenditures by any Seller or any Purchased Subsidiary in excess of $100,000,000 in a single project or group of related projects or capital expenditures in excess of $100,000,000 in the aggregate; (f) any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof (other than acquisitions of portfolio assets and acquisitions in the Ordinary Course of Business) in a transaction (or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000; (g) any discharge or satisfaction of any Indebtedness by any Seller or any Purchased Subsidiary in excess of $100,000,000, other than the discharge or satisfaction of any Indebtedness when due in accordance with its terms; (h) any alteration, whether through a complete or partial liquidation, liquidation or passed any resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or declared or paid any dividend or other distribution or payment in any other mannerrespect of its Equity Interests; 3.8.5 amended its Governing Documents; 3.8.6 damaged, the legal structure destroyed or ownership of any Seller or any Key Subsidiary or lost any material joint venture portion of the tangible assets or properties of the Company, whether or not covered by insurance, in an amount in excess of five thousand dollars ($5,000); 3.8.7 except in the Ordinary Course, amended, renewed, failed to which renew, terminated (other than due to any Seller scheduled expiration) or received written notice of termination (other than due to any Key Subsidiary is a party, or the adoption or alteration of a plan scheduled expiration) with respect to any of the foregoing; (i) any amendment or modification to the material adverse detriment of any Key Subsidiary of any material Affiliate Material Contract or Seller entered into any new Material Contract, or termination of any material Affiliate Contract or Seller Material Contract to the material adverse detriment of taken any Seller or any Key Subsidiary, in each case, other than in the Ordinary Course of Business; (j) any event, development or circumstance involving, or any change in the financial condition, properties, assets, liabilities, business, or results of operations of Sellers or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to the end of the most recent fiscal year end) of Sellers action that has had or would reasonably be expected to jeopardize the continuance of any of its relationships with any of its Top Customers and/or Top Suppliers; 3.8.8 (i) incurred or assumed any Indebtedness in excess of fifty thousand dollars ($50,000) in the aggregate, (ii) assumed, guaranteed, endorsed or otherwise became liable or responsible (whether directly, contingently or otherwise) for the Liabilities of any other Person (other than the endorsements of checks in the Ordinary Course) in excess of fifty thousand dollars ($50,000) in the aggregate, or (iii) made any loans, advances or capital contributions to, or investment in, any Person, in excess of fifty thousand dollars ($50,000) in the aggregate, other than employee travel and expense advances in the Ordinary Course; 3.8.9 paid, discharged or satisfied any Liabilities, other than the payment, discharge or satisfaction in the Ordinary Course Liabilities reflected or reserved against in the Latest Balance Sheet or incurred in the Ordinary Course since the Latest Balance Sheet Date; 3.8.10 sold, disposed of or surrendered or disaggregated any material license or any portion thereof; 3.8.11 accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have a Material Adverse Effectbeen collected in the Ordinary Course; 3.8.12 delayed or accelerated payments of any accounts payable or other liability beyond or in advance of its due date or the date when such liability would have been paid in the Ordinary Course; 3.8.13 failed to replenish inventories and supplies of the Company in the Ordinary Course or entered into any purchase commitment not in the Ordinary Course; 3.8.14 made any acquisition of all or any significant part of the assets, capital stock, other Equity Interests, properties, securities or business of any other Person; 3.8.15 made any revaluation of any assets of the Business of the Company or write down or write off of the value of any assets of the Business of the Company, except in the Ordinary Course; 3.8.16 entered into any collective bargaining Contract or any other Contract with any labor union or association representing any group of employees, or been subject to any strike, picket, work stoppage, work slowdown or labor dispute or been subject to any application for certification or union organizing drive; 3.8.17 made any capital expenditure or any other investment (or series of related investments), or entered into any Contract or commitment therefor, excluding any purchase of inventory in the Ordinary Course, in excess of fifty thousand dollars ($50,000) in respect of any such individual investment or Contract or seventy-five thousand dollars ($75,000) in the aggregate; 3.8.18 written down the value of any inventory (including write downs by reason of shrinkage or m▇▇▇ down) or written off as uncollectible any notes or accounts receivable, except in the Ordinary Course; 3.8.19 allowed any insurance policy naming the Company as beneficiary or loss payee to be cancelled or terminated, or instructed any of the Company’s insurance carriers to decrease any current policy coverage limits or materially change the terms of such coverage; or (k) any commitment 3.8.20 agreement by any Seller, any Key Subsidiary (in the case of clauses (a), (g) and (h) above) or any Purchased Subsidiary (in the case of clauses (b) through (f) and clauses (h) and (j) above) Company to do any of the foregoing.

Absence of Certain Changes and Events. From January 1, 2009 through Since the Balance Sheet Date until the date hereof, except each of the Applicable Entities and, to the extent related to the Applicable Entities, the Seller has conducted its business only in the Ordinary Course of Business and there has not been any material and adverse change on the business, assets, properties, financial condition or prospects of the Applicable Entities, taken as otherwise contemplateda whole. Such a material and adverse change excludes any effect resulting from or relating to (i) general political or economic conditions, general financial and capital market conditions (including interest rates) or general effects on any of the industries in which the Applicable Entities are engaged which, in each such case, does not disproportionately affect any Applicable Entity, or, in each case, any changes therein (including as a result of (x) an outbreak or escalation of hostilities involving the United States or any other country or the declaration by the United States or any other country of a national emergency or war, or (y) the occurrence of any other calamity or crisis (including any act of terrorism)), (ii) any action taken by the Seller or any of the Applicable Entities at the written request of the Buyer or that is specifically required or permitted by this Agreement, there has not beenor (iii) any action taken by the Buyer or any of its affiliates or Representatives. Without limitation of the foregoing and except as set forth on Schedule 3.14, since the Balance Sheet Date until the date hereof, none of the Applicable Representation Entities nor, to the extent related to any Applicable Representation Entity or any Purchased Interest, the Seller has: (a) taken any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 5.01; (ib) any declarationdeclared, setting aside set aside, made, set a record date for or payment of paid any dividend or other distribution (whether in cash, securities respect of its capital stock or other property or by allocation of additional Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights otherwise purchased or redeemed, directly or indirectly, any shares of any Seller its capital stock or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of SellersInterests; (bc) issued or sold any shares of any class of its capital stock or other Equity Interest, or any securities convertible into or exchangeable for any such shares or Equity Interest, or issued, sold, granted or entered into any subscription, options, warrants, conversion or other rights, agreements, commitments, arrangements or understandings of any kind, contingently or otherwise, to purchase or otherwise acquire any such shares or interest or any securities convertible into or exchangeable for any such shares or Equity Interest; (d) effected, or adopted any plan with respect to, any recapitalization, reorganization, reclassification, merger, stock split or like change in its capitalization or adopted a plan of complete or partial liquidation or dissolution; (e) incurred any material obligation or Liability except in the Ordinary Course of Business; (f) discharged or satisfied any material Encumbrance, other than as is those required by the terms of the Parent Employee Benefit Plans and Policiesto be discharged or satisfied, the Settlement Agreementor paid any obligation or Liability, the UAW Collective Bargaining Agreement absolute, accrued, contingent or consistent with the expiration of a Collective Bargaining Agreement otherwise, whether due or as may be required by applicable Lawto become due, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any other than (i) grant to any current liabilities shown on the Audited Financial Statements (other than the Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibilityAudited Financial Statements), (ii) grant to any Seller Key Personnel current liabilities incurred since the date thereof in the Ordinary Course of any increase in retentionBusiness, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, and (iii) intercompany Liabilities owed by any Applicable Entity to another Applicable Entity; (g) subjected any of its assets or properties to any material Encumbrance other than any Permitted Encumbrance or an Encumbrance to be released at or prior to the Closing; (h) sold, transferred, leased to others or otherwise disposed of any of its assets, except in the Ordinary Course of Business or fixed assets having an aggregate value of less than $100,000, or canceled or compromised any debt or claim, individually or in the aggregate, in excess of $100,000, or waived or released any right of substantial value; (i) (x) entered into, amended, terminated or waived any Representation Material Contract or any material right or benefit under any Representation Material Contract except in the Ordinary Course of Business, (y) entered into, amended, terminated or waived any Applicable Material Contract or any material right or benefit under any Applicable Material Contract or (z) received any written notice of termination of any Material Contract; (j) suffered any damage, destruction or loss (whether or not covered by insurance) in excess of $100,000 to any of its assets or properties; (k) accelerated the delivery or sale of products or services, or offered discounts or price protection on the sale of products or services or premiums on the purchase of raw materials, except in the Ordinary Course of Business; (l) made any changes in the selling, distribution, advertising, promotion, terms of sale or collection, purchase or payment practices of the Seller and the Applicable Representation Entities other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary; (cm) any material change purchased, ordered or otherwise acquired inventory in accounting methods, principles or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities excess of Parent, except to the extent required by a change in GAAP or applicable Law, including Tax Laws; (d) any sale, transfer, pledge or other disposition by any Seller or any Purchased Subsidiary of any portion of its assets or properties not reasonably forecasted requirements in the Ordinary Course of Business and Business; (n) paid, loaned or advanced any amount to, or sold, transferred or leased any of its assets to, or entered into any agreement or arrangement with, the Seller or any other Related Person of any Applicable Representation Entity (other than another Applicable Entity); (o) changed in any material respect its accounting practices, policies or principles except as required by applicable accounting principles; (p) made or changed any material Tax election, changed an annual accounting period, adopted or changed any accounting method with respect to Taxes, filed any amended Tax Return, entered into any material closing agreement with respect to Taxes or a sale price Tax Return, settled or fair value compromised any Proceeding with respect to any material Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Seller or any of the Applicable Representation Entities, or taken any other similar action relating to the filing of any material Tax Return or the payment of any material Tax; (q) entered into any new employment, severance, change of control or bonus Contract or granted to any executive officer or employee any increase in compensation, severance or termination pay, change in control bonus or any other benefits, except in the case of employees other than executive officers in the Ordinary Course of Business; (r) established, adopted, amended, authorized, suspended, or terminated any Seller Plan; (s) made or committed to make any capital expenditures or capital additions or improvements, individually or in the aggregate, in excess of $100,000,000100,000; (et) aggregate capital expenditures by acquired any Seller or any Purchased Subsidiary in excess of $100,000,000 in a single project or group of related projects or capital expenditures in excess of $100,000,000 in the aggregate; (f) any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof assets (other than acquisitions of portfolio inventory and other assets and acquisitions in the Ordinary Course of Business) involving an amount, individually or in a transaction (or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000; (g) any discharge or satisfaction of any Indebtedness by any Seller or any Purchased Subsidiary aggregate, in excess of $100,000,000, other than the discharge or satisfaction of any Indebtedness when due in accordance with its terms100,000; (hu) instituted, settled or agreed to settle any alteration, whether through a complete or partial liquidation, dissolution, merger, consolidation, restructuring, reorganization or in Proceeding before any other manner, the legal structure or ownership of any Seller or any Key Subsidiary or any material joint venture to which any Seller or any Key Subsidiary is a party, or the adoption or alteration of a plan with respect to any of the foregoing; (i) any amendment or modification to the material adverse detriment of any Key Subsidiary of any material Affiliate Contract or Seller Material Contract, or termination of any material Affiliate Contract or Seller Material Contract to the material adverse detriment of any Seller or any Key Subsidiary, in each caseGovernmental Body, other than in the Ordinary Course of Business; (jv) acquired (whether by merger, consolidation, recapitalization or otherwise) the shares of capital stock or any event, development or circumstance involvingother Equity Interest in, or a substantial portion of the assets of, and Person or any change in the financial condition, properties, assets, liabilities, businessdivision or business thereof; (w) transferred or granted any material rights or licenses under, or results entered into any settlement regarding the infringement of, the Intellectual Property of operations of Sellers or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to the end of the most recent fiscal year end) of Sellers that has had or would reasonably be expected to have a Material Adverse Effect; or (k) any commitment by any Seller, any Key Subsidiary (in the case of clauses (a), (g) and (h) above) or any Purchased Subsidiary (in the case of clauses (b) through (f) and clauses (h) and (j) above) to do any of the foregoingApplicable Representation Entities or entered into any licensing or similar agreements or arrangements with respect thereto (other than any shrink-wrap software license), other than in the Ordinary Course of Business; (x) entered into any agreement containing covenants that in any way purport to restrict the business activity of the Seller or any of the Applicable Representation Entities or limit the freedom of the Seller or any of the Applicable Representation Entities to engage in any line of business or compete with any Person; (y) made any amendment or changes in the Organization Documents of any Applicable Representation Entity; (z) moved, by dividend, distribution, investment, contribution or transfer or otherwise, any cash between or among any Applicable Representation Entities; or (aa) entered into a written agreement to take any of the foregoing actions.

Absence of Certain Changes and Events. From January 1Except as stated in Schedule 3.19 and, 2009 through between the date hereofof this Agreement and the Closing, except as otherwise contemplated, required or permitted by this AgreementSection 5.2, there since September 30, 2004, the Company has not been:conducted the Business in the ordinary course of business, and none of Seller and either of the Companies have (without limitation): (a) (i) any declaration, setting aside or payment Increased the rate of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness compensation to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (Business Employee, except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect ofsuch changes as do not, in lieu the aggregate for all Business Employees (including increases in bonuses and accruals under any non-qualified deferred compensation plan) exceed an increase of 5% or in substitution for Equity Interests of Sellersmore on an annualized basis; (b) other than as is required by the terms Paid any bonus or extraordinary compensation to any shareholder, director or officer of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009Companies, or as a result of a promotion to a position of additional responsibility, (ii) grant to entered into any Seller Key Personnel of any increase in retention, change in control, severance agreement or termination compensation other contract or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract agreement with any Seller Key Personnel shareholder, director or (v) entry into or amendment, modification or termination officer of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiarythe Companies; (c) Adopted or modified any material change in accounting methods, principles ERISA Plan or practices by Employee Benefit Arrangement applicable to any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities of Parent, except to the extent required by a change in GAAP or applicable Law, including Tax LawsBusiness Employee; (d) Granted or modified any saleemployment contract, transferseverance agreement, pledge Severance Benefit or other disposition by benefit not constituting an ERISA Plan or Employee Benefit Arrangement applicable to any Seller or any Purchased Subsidiary of any portion of its assets or properties not in the Ordinary Course of Business and with a sale price or fair value in excess of $100,000,000Employee; (e) aggregate With respect to the Companies, paid any dividend or made any distribution with respect to its stock, or split, combined, reclassified or otherwise amended the terms of such stock (except as permitted under Section 5.1), or made any direct or indirect redemption, purchase or other acquisition of shares of such stock; (f) With respect to the Companies, issued any voting securities (including, but not limited to, additional shares of its authorized but not issued capital expenditures by stock as of September 30, 2004); (g) Suffered or initiated the loss or termination of any Seller agreement set forth on Schedule 3.10, or received notice from the customer under any Purchased Subsidiary in excess such agreement under which annual revenues of $100,000,000 100,000 or more were received in a single project 2004 of any intent to terminate such agreement or group materially decrease the volume of related projects services currently being purchased thereunder; (h) Sold, leased or capital expenditures otherwise disposed of any assets that are individually or in excess the aggregate Material to the operation of $100,000,000 the Business; (i) Incurred any damage, destruction or loss to any asset or property dedicated to the use of the Business that resulted in Material damages in the aggregate; (fj) any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof (other than acquisitions of portfolio assets and acquisitions in Made capital expenditures related to the Ordinary Course of Business) in a transaction (or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000; (g) any discharge or satisfaction of any Indebtedness by any Seller or any Purchased Subsidiary Business in excess of $100,000,000, other than the discharge or satisfaction of any Indebtedness when due in accordance with its terms25,000; (hk) any alterationWith respect to the Companies, whether through a complete merged with or partial liquidation, dissolution, merger, consolidation, restructuring, reorganization or acquired capital stock in any other manner, corporation; (l) With respect to either of the legal structure or ownership of any Seller or any Key Subsidiary or any material joint venture to which any Seller or any Key Subsidiary is a partyCompanies in its own name, or the adoption or alteration of a plan with respect to Seller with respect to the Business, made any loan or advance under any loan to or guaranteed any obligation of the foregoingany Person (except for travel advances and endorsement of checks for collection); (im) Incurred or assumed any amendment or modification to indebtedness for money borrowed by the material adverse detriment of any Key Subsidiary of any material Affiliate Contract or Seller Material Contract, or termination of any material Affiliate Contract or Seller Material Contract to the material adverse detriment of any Seller or any Key Subsidiary, in each case, other than in the Ordinary Course of BusinessCompanies that is not consistent with past practice; (jn) any event, development or circumstance involving, or Made any change in the financial conditionaccounting methods employed by the Companies, properties, assets, liabilities, business, except as may be required by GAAP accounting practices; (o) Made any amendment to the Companies’ articles of incorporation or results of operations of Sellers or any circumstance, occurrence or development by-laws; (including any adverse change p) Changed the Company’s practices with respect to any circumstance, occurrence or development existing on or prior to the end billing for services in advance of the most recent fiscal year end) of Sellers that has had or would reasonably be expected to have a Material Adverse Effectdate such services are rendered; or (kq) Entered into any commitment by any Seller, any Key Subsidiary (in the case of clauses (a), (g) and (h) above) or any Purchased Subsidiary (in the case of clauses (b) through (f) and clauses (h) and (j) above) agreement to do any of the foregoing. All of the foregoing representations and warranties of this Section 3.19 exclude any changes resulting from transactions contemplated by this Agreement.

Absence of Certain Changes and Events. From January 1, 2009 through the date hereof, except as otherwise contemplated, required or permitted by this Agreement, there has not been:through (a) (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellers; (b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary; (c) any material change in accounting methods, principles or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the consolidated assets or Liabilities of Parent, except to the extent required by a change in GAAP or applicable Law, including Tax Laws; (d) any sale, transfer, pledge or other disposition by any Seller or any Purchased Subsidiary of any portion of its assets or properties not in the Ordinary Course of Business and with a sale price or fair value in excess of $100,000,000; (e) aggregate capital expenditures by any Seller or any Purchased Subsidiary in excess of $100,000,000 in a single project or group of related projects or capital expenditures in excess of $100,000,000 in the aggregate; (f) any acquisition by any Seller or any Purchased Subsidiary (including by merger, consolidation, combination or acquisition of any Equity Interests or assets) of any Person or business or division thereof (other than acquisitions of portfolio assets and acquisitions in the Ordinary Course of Business) in a transaction (or series of related transactions) where the aggregate consideration paid or received (including non-cash equity consideration) exceeded $100,000,000; (g) any discharge or satisfaction of any Indebtedness by any Seller or any Purchased Subsidiary in excess of $100,000,000, other than the discharge or satisfaction of any Indebtedness when due in accordance with its terms; (h) any alteration, whether through a complete or partial liquidation, dissolution, merger, consolidation, restructuring, reorganization or in any other manner, the legal structure or ownership of any Seller or any Key Subsidiary or any material joint venture to which any Seller or any Key Subsidiary is a party, or the adoption or alteration of a plan with respect to any of the foregoing; (i) any amendment or modification to the material adverse detriment of any Key Subsidiary of any material Affiliate Contract or Seller Material Contract, or termination of any material Affiliate Contract or Seller Material Contract to the material adverse detriment of any Seller or any Key Subsidiary, in each case, other than in the Ordinary Course of Business; (j) any event, development or circumstance involving, or any change in the financial condition, properties, assets, liabilities, business, or results of operations of Sellers or any circumstance, occurrence or development (including any adverse change with respect to any circumstance, occurrence or development existing on or prior to the end of the most recent fiscal year end) of Sellers that has had or would reasonably be expected to have a Material Adverse Effect; or (k) any commitment by any Seller, any Key Subsidiary (in the case of clauses (a), (g) and (h) above) or any Purchased Subsidiary (in the case of clauses (b) through (f) and clauses (h) and (j) above) to do any of the foregoing. (a) Title to and Sufficiency of Assets. (b) The tangible Purchased Assets of each Seller are in normal operating condition and repair, subject to ordinary wear and tear, and sufficient for the operation of such Seller’s business as currently conducted, except where such instances of noncompliance with the foregoing would not reasonably be expected to have a Material Adverse Effect.