Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments Schedule, since December 31, 2003, neither the Company nor any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed to do any of the foregoing.

Absence of Certain Developments. (a) Except as expressly set forth on Schedule 3.7, since June 30, 1996 to the date hereof, there has been no material adverse change in the assets, liabilities, condition (financial or otherwise), operating results, business or cash flows of the Business, taken as a whole. (b) Except in connection with the transactions contemplated by this Agreement hereby or as set forth on the attached Developments ScheduleSchedule 3.7, since December 31June 30, 2003, neither the Company nor any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant 1996 to the terms of date hereof, Seller has conducted the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except Business in the ordinary course of business consistent with past practice, and other than in connection with the incurrence Seller has not: (i) sold, assigned or transferred any of the Senior Debt and Purchased Assets (or assets which, had they been retained by Seller, would be described by the Senior Notesdefinition of Purchased Assets), except such sale, assignment or transfer of inventory in the ordinary course of business consistent with past practice or which do not have a material adverse effect on the Business, taken as a whole, or mortgaged, pledged or subjected any of the Purchased Assets to any material Encumbrance, except for Permitted Encumbrances; (ivii) made or granted any bonus or any wage wage, salary or salary other compensation increase to any employee employee, officer, director, consultant or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule andadviser or made any other material change in terms or employment or engagement for any employee, in the case of non-management employeesofficer, director, consultant or adviser, other than (A) the hiring and firing of employees in the ordinary course of business (B) any increase or bonus mandated by any of the Company Plans, (C) any increase or bonus in connection with a promotion in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; and (vD) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than annual merit salary increases in the ordinary course of business consistent with past practice; (viiiii) made or granted any material increase in, or amended or terminated, any existing Company Plan, or material amended or entered into any new collective bargaining agreement or multiemployer plan; (iv) made any capital expenditures or commitments therefor such that the aggregate outstanding amount of unpaid obligations and commitments with respect thereto shall comprise in excess of $500,000 of Assumed Liabilities on the Closing Date; (v) suffered any extraordinary loss, damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practicesloss; or (xivi) agreed committed to do any of the foregoing. (c) Seller has not at any time made or committed to make any unlawful payments for political contributions or to the knowledge of Seller made any bribes, kickback payments or other illegal payments.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on ------------------------------- Schedule 3.20 of the attached Developments Disclosure Schedule, since December 31the date of the Latest Balance Sheet, 2003, neither the Company nor any of its Subsidiaries has:has not (ia) issued become subject to any notesIndebtedness, bonds or other debt securities (other than except current liabilities incurred in the Senior Debt ordinary course of business and liabilities under contracts entered into in the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)ordinary course of business; (iib) declareddischarged or satisfied any Lien or paid any Indebtedness, set aside other than current liabilities paid in the ordinary course of business; (c) declared or made any payment or distribution of cash or other property to its shareholders with respect to its capital stock, or purchased or redeemed any shares of its capital stock; (d) mortgaged, pledged or subjected to any Lien any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement material assets, except Liens for current property Taxes not yet due and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)payable; (iiie) sold, assigned or transferred any of its assets, except in the ordinary course of business, or canceled without fair consideration any debts or claims owing to or held by it; (f) sold, assigned, transferred, leased, licensed abandoned or otherwise encumbered permitted to lapse any of its material tangible assets licenses or permits or any Intellectual Property Rightsportion thereof, or any Proprietary Rights or other intangible assets, or (except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesas necessary to conduct its ongoing operations) disclosed any proprietary confidential information to any Person; (ivg) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of businessbusiness consistent with past practice), former employee or retiree or group of employees, former employees or retirees or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vh) made any capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes1,000,000; (vii) delayed made any loans or postponed the payment of advances to any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, Persons (other than de minimis employee loans or advances not exceeding $5,000 in the aggregate to any employee); (j) suffered any material extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (viik) entered into any other material transaction including any employment agreement; (l) received notice that there has been a loss of, or material order cancellation by, any customer of the Company; (m) agreed to any change to a material contract arrangement by which the Company or its assets is bound or subject; (n) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000loss, whether or not covered by insuranceinsurance materially affecting the business, properties, prospects or financial condition of the Company; (viiio) made suffered any change in other event or condition of any material method of accounting or accounting policiescharacter that has materially and adversely affected or, other than those required by GAAP which have been disclosed in writing to the Purchasersbest knowledge of the Company, might materially and adversely affect the business, properties, prospects or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting financial condition of the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practicesCompany; or (xip) agreed to do any changed its accounting principles or practices or the method of the foregoingrecording transactions involving accounts receivable and inventory.

Absence of Certain Developments. Since December 31, 2022, the Company has conducted its business only in the ordinary course of business consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on in Schedule 3.8 of the attached Developments Company Disclosure Schedule, since December 31, 20032022, neither the Company nor any of its Subsidiaries hashas not: (a) (i) issued incurred any notesLiabilities or Indebtedness for borrowed money in excess of $20,000, bonds or (ii) assumed or guaranteed any Indebtedness, Liabilities or other debt securities (other than obligation of any third party, which in either case would result in the Senior Debt and mortgage or pledge of any of the Senior Notes) or any membership interests or other equity securities or any securities or rights convertibleAcquired Assets, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)except for Permitted Liens; (iib) declaredacquired any material tangible or intangible assets, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined except in the Existing Operating Agreement and other than pursuant to the terms ordinary course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)business consistent with past practice; (iiic) sold, assigned, transferred, leased, licensed (or sublicensed), written down or revalued, or otherwise encumbered any of its the Acquired Assets, or canceled any material tangible assets debts or claims relating to the Acquired Assets; (d) sold, assigned, transferred, leased, licensed (or sublicensed), allowed to lapse, or otherwise disposed of or encumbered any Intellectual Property RightsRights (except, except in each case, for any nonexclusive licenses (or sublicenses) granted to customers or vendors in the ordinary course of business and consistent with past practice), disclosed to any Person (other than in connection with to the incurrence of Purchaser Parties and their respective Affiliates), or allowed to fall into the Senior Debt and the Senior Notespublic domain, any trade secrets material, Confidential Information, or abandoned or permitted to lapse any Intellectual Property Rights; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vie) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation accelerated the collection of (or discounted discounted) any accounts or settlement receivablesnotes receivable, in each case relating to the Acquired Assets and other than in the ordinary course of business consistent with past practicepractices; (viif) made any loans or advances to, guaranties for the benefit of, or any Investments in, any Person (other than advances to the Company’s employees in the ordinary course of business consistent with past practice); (g) suffered any extraordinary losses or waived any rights of material value relating to the Acquired Assets (whether or not in the ordinary course of business or consistent with past practice) in excess of $20,000 in the aggregate; (h) suffered any damage, destruction or casualty loss relating to the Acquired Assets exceeding in the aggregate $250,00020,000, whether or not covered by insurance; (viiii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, policies or reversed any accounting accruals; accruals relating to the Acquired Assets (ix) entered into any agreement whether or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than not in the ordinary course of business or materially changed consistent with past practice); (j) settled any Legal Proceeding or filed any motions, orders, briefs or settlement agreements in any proceeding before any Governmental Authority or any arbitrator relating to the Acquired Assets; (k) written-down or revalued any of its business practicesthe Acquired Assets; (l) defaulted, violated, relinquished or failed to perform under, or caused or experienced the acceleration, termination, modification, amendment, relinquishment, suspension, nonrenewal or cancellation of any Material Contract, or received oral or written notice that any other Person intends or has threatened to accelerate, terminate, modify, not renew or cancel any Material Contract; or (xim) agreed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as set forth on Schedule 5.5, since June 30, 2015, there has occurred no fact, event or circumstance which has had or could reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement or and as set forth on the attached Developments ScheduleSchedule 5.5, since December 31June 30, 20032015, neither the Company nor any of has conducted its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except business only in the ordinary course of business and other than in connection consistent with the incurrence of the Senior Debt past practice, and the Senior NotesCompany has not: (a) incurred any Indebtedness; (ivb) made delayed, postponed or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed cancelled the payment of any accounts payable or commissions or any other material liability Liability, the purchase of inventory, or obligation the replacement of inoperable, worn out or agreed or negotiated obsolete assets with any party to extend the payment date assets of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablescomparable quality, other than in the ordinary course of business consistent with past practice; (viic) suffered sold, assigned, transferred, leased, licensed, failed to maintain or abandoned any damageof the Purchased Assets, destruction or casualty loss exceeding taken any action that could reasonably be expected to result in the aggregate $250,000loss, whether lapse or not covered by insuranceabandonment of any Company Intellectual Property Rights, except (i) sales of inventory in the ordinary course of business consistent with past practice, or (ii) disposition or replacement of furniture, fixtures or equipment in the ordinary course of business consistent with past practice; (viiid) failed to make any capital expenditures required to be made in the ordinary course to preserve and maintain the Assets of the Company; (e) made any material Tax election or changed an annual accounting period, made any material change in its cash management practices or in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed or made any write-down in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct value of its business; (x) entered into any inventory that is material contract or any material transaction other than in outside of the ordinary course of business consistent with past practice, except to the extent required by applicable law or materially changed any of its business practices; orGAAP; (xif) agreed suffered any change, event or condition which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect; (g) cancelled or waived any right or claim (or series of related rights and claims) related to any Purchased Asset; (h) agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as expressly otherwise contemplated by this Agreement or as set forth on in Section 3(i) of the attached Developments Disclosure Schedule, since December 31the Most Recent Financial Statements, 2003, neither the Company nor any has been operated in the Ordinary Course of its Subsidiaries hasBusiness and the Company has not: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any material amount (other than or incurred any material liabilities affecting the Senior Debt and the Senior Notes)Purchased Assets; (ii) declaredmortgaged, set aside pledged or made any payment or distribution of cash or other property subjected to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Lien, any Purchased Assets, except for Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)Liens; (iii) sold, assigned, transferred, leased, licensed transferred or otherwise encumbered to the Company’s knowledge permitted the lapse of any right relating to any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior NotesPurchased Assets; (iv) made any capital expenditures or granted any bonus or any wage or salary increase to any employee or group commitments therefor in excess of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, $25,000 in the case of non-management employees, other than in the ordinary course of business), aggregate or made or granted failed to make any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementbudgeted capital expense concerning the Purchased Assets; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any theft, damage, destruction or casualty loss exceeding to the Purchased Assets in the aggregate excess of $250,000, whether or 5,000 not covered by insurance; (vi) granted any increase in the salaries, compensation or benefits of any of its employees except increases in the Ordinary Course of Business; (vii) acquired any capital stock, equity interests or assets of any Person except assets acquired in the Ordinary Course of Business; (viii) made any change in its accounting principles or Tax elections, written up or written down any material method inventory (except in the Ordinary Course of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the PurchasersBusiness), or reversed materially increased or decreased any accounting accrualsreserves, except as set forth in Section 3(i) of the Disclosure Schedule; (ix) entered into any agreement amended the articles of formation, operating agreement, bylaws, or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting other similar organizational documents of the conduct of its businessCompany; (x) entered adopted a plan of complete or partial liquidation or authorized any liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other similar transaction; (xi) enter into any material contract lease of personal property or any material transaction other renewals of the existing leases that are being assumed by Buyer involving a term of more than one year or rental obligation exceeding $10,000 per year in any single case, or exceeding $25,000 per year in the ordinary course aggregate in all such cases, outside the Ordinary Course of business Business; (xii) taken any action or materially changed failed to take any action that results in the creation of its business practicesany Lien over the Purchased Assets; (xiii) waive, release or cancel any material claims against any customers; or (xixiv) agreed to do experienced any current customer warranty claims in excess of the foregoing$500, other than as scheduled herein.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 2.8, from the attached Developments ScheduleMost Recent Balance Sheet Date until the date of this Agreement, since December 31the Business has been conducted only in the Ordinary Course of Business and: (a) none of the Companies have (i) amended its respective Organizational Documents, 2003(ii) admitted any Person as a shareholder or member, neither as applicable, or (iii) issued, sold, granted or otherwise disposed of any Equity Security; (b) none of the Company Companies have become liable in respect of any Guarantee nor has it incurred, assumed or otherwise become liable in respect of any Debt (except unsecured current obligations and liabilities incurred in the Ordinary Course of Business) or made any loans, advances or capital contributions to or Investments in any Person (except for travel advance in the Ordinary Course of Business); (c) none of the Companies have sold, leased, licensed, transferred or otherwise disposed of any of its Subsidiaries has:Assets, including any Assets that would have otherwise been Acquired Assets, except Inventory in the Ordinary Course of Business and except for any Assets having an aggregate value of less than $10,000; (d) none of the Companies have permitted any of its Assets, including the Acquired Assets to become subject to an Encumbrance other than a Permitted Encumbrance; (e) none of the Companies have made or committed to make any capital expenditure in an aggregate amount exceeding $10,000; (f) none of the Companies have (i) made any declaration, setting aside or payment of any dividend or other distribution with respect to, or any repurchase, redemption or other acquisition of, any Equity Security or (ii) entered into, or performed, any transaction with, or for the benefit of, any Owner or any Affiliate of any Owner; (g) there has been no material loss, destruction, damage or eminent domain taking (in each case, whether or not insured) affecting any Company, the Business or any material Asset, including the Acquired Assets; (h) none of the Companies have increased the Compensation payable or paid, whether conditionally or otherwise, to any employee, director, officer, consultant, independent contractor or agent other than (i) as provided for in any written agreement made available to Buyer or (ii) in the Ordinary Course of Business; (i) issued none of the Companies have entered into, amended or terminated any notesContractual Obligation providing for the employment or consultancy of any Person on a full-time, bonds part-time, consulting or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, basis other than in the ordinary course Ordinary Course of business)Business or otherwise providing Compensation or other benefits to any Person other than in the Ordinary Course of Business, or adopted, amended or terminated any Employee Plan or increased any benefits under any Employee Plan or granted or increased the amounts of any vacation pay, sick pay, bonus, severance, incentive, disability or profit sharing payments; (j) none of the Companies have made any change in its methods of accounting or accounting practices (including with respect to reserves) or any material change in its pricing policies, payment or credit practices or failed to pay any creditor any material amount owed to such creditor when due or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementextensions of credit; (vk) made capital expenditures none of the Companies have made, changed or commitments therefor that aggregate revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any Action in excess respect of $500,000, except for Taxes or entered into any fees and expenses relating to the Senior Debt and the Senior NotesContractual Obligation in respect of Taxes with any Governmental Authority; (vil) delayed none of the Companies have terminated or postponed the payment of closed any accounts payable Facility, business or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practiceoperation; (viim) suffered no customer or supplier required to be disclosed on Schedule 2.21 has cancelled, terminated or otherwise materially diminished or altered (including any damage, destruction or casualty loss exceeding material reduction in the aggregate $250,000, whether rate or not covered by insurance; (viii) made any amount of sales or purchases or material change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchaserssupply or credit terms, as the case may be) its arrangement with any Company, or reversed notified in writing, or to the knowledge of Sellers orally, any accounting accruals; (ix) entered into Company of any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed intention to do any of the foregoing; (n) no insurer (i) has questioned, denied or disputed (or otherwise reserved its rights with respect to) in writing, or to the knowledge of Sellers orally, the coverage of any claim pending under any Liability Policy or (ii) has provided any written, or, to the knowledge of Sellers, oral, notice of cancellation or any other written, or, to the knowledge of Sellers, oral, indication that it plans to cancel any Liability Policy or raise the premiums or materially alter the coverage under any Liability Policy; (o) none of the Companies have written off as uncollectible any Accounts Receivable, modified or cancelled any material third-party Debt or written up or written down any of its material Assets, including the Acquired Assets, or revalued its Inventory; (p) none of the Companies have failed to pay trade accounts payable or any other Liability when due; (q) none of the Companies have entered into, materially amended or terminated any Disclosed Contract; (r) none of the Companies have acquired or agreed to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business of any Person or acquired any capital asset or related capital assets with a fair market value in excess of Fifty Thousand Dollars ($50,000); (s) except with respect to disclosure to Buyer in connection with consummating the transactions set forth in this Agreement, there has not occurred any disclosure of Confidential Information; (t) except with respect to consummating the transactions set forth in this Agreement, none of the Companies have entered into any transaction outside the Ordinary Course of Business; (u) none of the Companies have changed any cash management practices or policies (including without limitation, the timing of collection of Accounts Receivables and payment of payables and other current liabilities) or made any changes in the maintenance of its books and records; (v) none of the Companies has threatened, commenced or settled any Action; (w) none of the Companies has entered into any Contractual Obligation to do any of the things referred to elsewhere in this Section 2.8; and (x) no event or circumstance has occurred which has had, will have or is reasonably likely to have a Seller/Owner Material Adverse Effect.

Absence of Certain Developments. Except as set forth on Schedule 3.8, since the Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice in all material respects and except for general industry and economic conditions and transactions expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleAgreement, since December 31, 2003, neither the Company nor any of its Subsidiaries hasthere has been: (ia) issued any notesno occurrence or event which, bonds in the aggregate, has or other debt securities (other than would be reasonably expected to have a Material Adverse Effect on the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Company; (iib) declaredno declaration, set setting aside or made payment of any payment or distribution of non-cash dividend or other property to non-cash distribution with respect to, or any direct or indirect redemption or acquisition of, any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms shares of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)Company; (iiic) soldno waiver of any material right of the Company or cancellation of any material debt or claim held by the Company; (d) no increase in the compensation paid or payable or employee benefits provided to any officer, assigned, transferred, leased, licensed employee or otherwise encumbered any agent of its material tangible assets or any Intellectual Property Rights, except the Company other than in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesbusiness; (ive) made no material loss, destruction or granted any bonus or any wage or salary increase damage to any employee property of the Company, whether or group of employees not insured; (except as required by pre-existing contracts described on f) no entry into or agreement to enter into a collective bargaining agreement or similar labour contract, no labour dispute involving the attached Contracts Schedule and, Company and no material change in the case personnel of non-management employeesthe Company or the terms and conditions of their employment, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vg) made capital expenditures no adoption, amendment or commitments therefor that aggregate in excess modification of $500,000any Employee Benefit Plan, except for as required by Law or the terms of such Employee Benefit Plan, and no action to accelerate the vesting of, or payment of, any fees and expenses relating compensation or benefit under any Employee Benefit Plan or to fund or in any other way secure the Senior Debt and the Senior Notespayment of compensation or benefits under any Employee Benefit Plan; (vih) delayed no material acquisition or postponed the payment disposition or abandonment of any accounts payable or commissions assets (or any contract or arrangement therefor) except in the ordinary course of business nor any other transaction by the Company otherwise than for fair value in the ordinary course of business, except between Affiliates of the Company; (i) no change in accounting methods or practices of the Company, except as required by Law or as disclosed in the notes to the Historical Financials; (j) no loss, or any material development that would reasonably be expected by the Company to result in a loss, of any significant supplier, customer, distributor or account of the Company (other than the completion in the ordinary course of business of specific projects for customers); (k) no termination of any material contract or agreement to which the Company is a party or by which it is bound; (l) no Encumbrance placed on any of the properties of the Company other than Permitted Encumbrances or in the ordinary course of business for equipment leased, consistent with past practices; (m) no payment or discharge of a material lien or material liability or obligation or agreed or negotiated with any party to extend of the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablesCompany, other than in the ordinary course of business consistent with past practicepractices, purchase money liens and liens for taxes not yet due and payable; (viin) suffered any damage, destruction no contingent liability incurred by the Company as guarantor or casualty loss exceeding in otherwise with respect to the aggregate $250,000, whether or not covered by insuranceobligations of others; (viiio) made no obligation or liability incurred by the Company to any change in any material method of accounting its officers, directors, shareholders or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasersemployees, or reversed any accounting accruals; (ix) entered into loans or advances made by the Company to any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract officers, directors, shareholders or any material transaction other than employees, except compensation and expense allowances payable to officers, directors or employees in the ordinary course of business or materially changed any of its business practices; orbusiness; (xip) agreed no new arrangements relating to any royalty or similar payment based on the revenues, profits or sales volume of the Company, whether as part of the terms of the shares in the Company’s capital or by any separate agreement (other than variable incentive compensation provided to new employees of the Company); (q) no amendment to the Company’s organizational documents other than as expressly contemplated by this Agreement; (r) no settlement or compromise of any material claim, written notice, audit report or assessment in respect of Taxes; no change in any annual Tax accounting period; no change of any method of Tax accounting; no entrance into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, in each case, the primary subject matter of which is Tax; no surrender of any right to claim a material Tax refund; nor consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment (excluding extensions pursuant to normal course extensions of time to file Tax Returns); and (s) no commitment to do any of the foregoing.

Absence of Certain Developments. (a) Except (i) as expressly contemplated required for Seller or Parent to comply with their obligations under this Agreement, (ii) as permitted by this Agreement or (iii) as set forth on in the attached “Developments Schedule, ,” since December 31, 20031999, neither the Company nor any has conducted its business only in the ordinary course of its Subsidiaries hasbusiness consistent with past custom and practice (including, without limitation, with respect to the offering of special sales, price or incentive programs), has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice, and the Company has not: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)suffered a Material Adverse Effect; (ii) declareddischarged or satisfied any material Lien or encumbrance or paid any material obligation or liability or cancelled, set aside compromised, waived or made released any payment material right or distribution claim other than (i) liabilities paid in the ordinary course of cash or other property business and (ii) the release of the Bank Pledge; (iii) transferred any material portion of its production to another facility operated by Parent, any of its members Affiliates or stockholders with respect any third party (except for transfers to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined third-party subcontractors in the Existing Operating Agreement and other than pursuant to the terms ordinary course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreementbusiness); (iiiiv) sold, assigned or transferred any of its assets, except for sales of inventory in the ordinary course of business, or mortgaged, pledged or subjected them to any material Lien, except for the Bank Pledge and except for Liens for current property Taxes not yet due and payable, or cancelled out of the ordinary course of business any material debts or claims owing to or held by it; (v) sold, assigned, transferred, leasedabandoned or permitted to lapse any Government Licenses which are material to the Company’s business, licensed or otherwise encumbered sold, assigned or transferred any of its material tangible assets or any Intellectual Property RightsRights or other intangible assets on an exclusive basis, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and other than in connection practice, or granted any exclusive license or sublicense of any rights under or with the incurrence of the Senior Debt and the Senior Notesrespect to any Intellectual Property Rights; (ivvi) made or granted any bonus or any wage or salary increase to any employee employee, officer or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule anddirector, or made any other material change in the case of non-management employeesemployment terms for any employee, officer or director, other than scheduled bonuses under the Company’s 13 month bonus plan or the Company’s annual incentive bonus plan and increases in the ordinary course of businessbusiness or reassigned or transferred (including, without limitation, by terminating and rehiring) any employee of the Company to Parent or any of its Affiliates (other than the Company), or ; (vii) made or granted any material increase in in, or amended or terminated, any employee benefit plan existing plan, program, policy or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement, or amended or renegotiated any existing collective bargaining agreement or entered into any new collective bargaining agreement or multiemployer plan; (vviii) except for any such items included in the Company’s 1999-2000 capital budget aggregating $14.8 million USD, made any capital expenditures or commitments therefor such that the aggregate outstanding amount of unpaid obligations and commitments with respect thereto shall comprise in excess of $500,000, except for any fees and expenses relating to 50,000.00 USD on the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accrualsClosing Date; (ix) made any loans or advances to, or guarantees for the benefit of, or entered into any agreement transaction in excess of $50,000.00 USD with any Affiliate, employee, officer or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting director of the conduct of its business; (x) entered into any material contract or any material transaction other than Company, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to employees, officers and directors for travel expenses incurred in the ordinary course of business or materially changed entered into any transaction, arrangement or contract (including, without limitation, any transfer of any assets or placing a Lien on any assets) except on an arms’-length basis in the ordinary course of business; (x) suffered any material extraordinary loss, damage, destruction or casualty loss or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business; (xi) received written notification from any material supplier that such supplier will stop doing business with the Company or allocate its supply of materials or products to the Company; (xii) issued or sold or agreed to issue or sell any notes, bonds or other debt securities or any equity securities or any securities convertible, exchangeable or exercisable into any equity securities; (xiii) borrowed any amount, except current liabilities incurred in the ordinary course of business; (xiv) created, incurred, assumed or guaranteed any Indebtedness for Borrowed Money other than Indebtedness for Borrowed Money to be paid off at the Closing; (xv) purchased, redeemed or otherwise acquired any shares of its business practicescapital stock or any warrants, options or other rights to acquire such capital stock; (xvi) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person (other than advances to employees of the Company for travel expenses in the ordinary course of business) or incorporated any Subsidiary; (xvii) amended or authorized the amendment of its articles of association or similar governing documents; or (xixviii) agreed settled or compromised any litigation for an amount in excess of $50,000.00 USD or involving any injunctive relief or other form of equitable relief. (b) No party (including the Company) has accelerated, terminated, modified or cancelled any Material Contract required to do any of be set forth on the foregoingattached “Contracts Schedule.”

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in the attached "Developments Schedule" attached hereto as Schedule 2.7 or as otherwise contemplated hereby, since December May 31, 20032000, neither each of CRG and the Company nor any of its Subsidiaries hashas not: (ia) issued any notes, bonds borrowed or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed agreed to borrow any amount (other than or incurred or become subject to any material liabilities, except current liabilities incurred in the Senior Debt ordinary course of business and liabilities under contracts entered into in the Senior Notes)ordinary course of business; (iib) declareddischarged or satisfied, set aside or made agreed to discharge or satisfy, any payment material lien or distribution of cash encumbrance or other property to paid any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (material liability, other than Permitted Tax Distributions as defined current liabilities paid in the Existing Operating Agreement and other than pursuant to the terms ordinary course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)business; (iiic) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of the CRG Assets, except liens for current taxes not yet due and payable; (d) sold, assigned or transferred, or agreed to do so, any of the CRG Assets, except in the ordinary course of business, or canceled without fair consideration any material debts or claims owing to or held by it; (e) sold, assigned, transferred, leasedabandoned or permitted to lapse any patents, licensed trademarks, trade names, copyrights, trade secrets or otherwise encumbered other intangible assets, or disclosed any of its material tangible assets or proprietary confidential information to any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesperson; (ivf) made or granted granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangementarrangement (except, in each case, in the ordinary course of business in accordance with past custom and practice), or amended in any material respect or terminated terminated, or agreed to amend or terminate, any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vg) made made, or agreed to make, any capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables10,000.00, other than in the ordinary course of business consistent with past practices; (h) made, or agreed to make, any loans or advances to, or guaranties for the benefit of, any persons; (i) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice; (viij) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasersentered into, or reversed agreed to enter into, any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any other material transaction other than in the ordinary course of business business; (k) made, or materially changed agreed to make, any charitable contributions or pledges in excess of $10,000, individually or in the aggregate, and has no continuing obligations to make any future payments; (l) made any purchase commitment in excess of the normal, ordinary and usual requirements of its business practicesor at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practices and prudent business practices prevailing in the industry; or (xim) agreed suffered any material damage, destruction or casualty loss to do any of the foregoingCRG Assets, whether or not covered by insurance.

Absence of Certain Developments. Since January 28, 2012, there has occurred no fact, event or circumstance which has had or could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 3.10, since December 31January 28, 20032012, neither the Company nor any and the Sellers have conducted the Business only in the Ordinary Course of its Subsidiaries hasBusiness, and have not, with respect to or otherwise related to the Business: (ia) amended any provision of the Company’s Governing Documents; (b) issued any notesEquity Interests of the Company, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement)its Equity Interests, or purchased, redeemed or otherwise acquired any membership interests or other equity securities of its Equity Interests; (c) incurred any Indebtedness, other than pursuant to capitalized leases not exceeding $25,000 in the terms of the Restructuring Agreementaggregate (determined in accordance with GAAP); (iiid) solddischarged or satisfied any Lien other than Permitted Liens or paid any Liability, other than current Liabilities paid in the Ordinary Course of Business; (e) sold (other than sales of inventory in the Ordinary Course of Business), licensed, leased, transferred, assigned, transferred, leased, licensed abandoned or otherwise encumbered disposed of any of its material tangible assets Assets or mortgaged, pledged, or imposed any Intellectual Property Rights, except in the ordinary course of business and Lien other than in connection with the incurrence Permitted Liens upon any of the Senior Debt and the Senior Notesits Assets; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (viif) suffered any damage, destruction or casualty loss exceeding $25,000 in the aggregate $250,000aggregate, whether or not covered by insurance, or experienced any material change in the amount and scope of insurance coverage; (viiig) made, promised or granted any bonus, any equity or incentive awards or any wage or salary increase or other compensation and benefits to any employee, group of employees, consultants, officers or directors (other than wage increases in the Ordinary Course of Business), or adopted, amended, materially increased benefits under or terminated any Employee Benefit Plan, or pay, agree to pay, or set aside funds to pay, any pension, retirement allowance, termination or severance pay, bonus or other employee benefit in a manner not required by any existing Employee Benefit Plan to any employee, group of employees, consultants, officers or directors; (h) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Person (other than advances to employees in the Ordinary Course of Business); (i) directly or indirectly engaged in any transaction or entered into any arrangement with any of the Company’s officers, directors, equityholders, Affiliates or any of their respective relatives; (j) entered into, modified or terminated any Material Contract; (k) made any capital expenditure (or series of related capital expenditures) or commitment therefore in excess of $25,000 individually or $50,000 in the aggregate, or delayed or postponed the making of any capital expenditure or the repair or maintenance of any Assets; (l) made any change in the policies of the Business with respect to the payment of accounts payable or accrued expenses or the collection of the accounts receivable or other receivables, including any acceleration or deferral of the payment or collection thereof, as applicable, or made any write down in the value of its inventory in a manner that is outside of the Ordinary Course of Business; (m) made any material change in the manner in which the Business extends discounts or credits to, or otherwise deals with, customers; (n) made any material change in the manner in which the Business markets its products or services; (o) made any change in its cash management practices or in the accounting methods, principles or practices used by the Business; (p) taken any action (or failed to take any action) that has resulted in, or could reasonably be expected to result in, the loss, lapse, abandonment, invalidity or unenforceability of any Company Intellectual Property Rights; (q) made any change in any material method of financial or Tax accounting or financial or Tax accounting policies, practice used by the Company other than those such changes as were required by GAAP which have been disclosed in writing to the Purchasersor applicable Tax Law, or reversed any accounting accrualsas applicable; (ixr) entered into made any agreement Tax election (including any change or arrangement prohibiting revocation of any election), any amendment to any Tax Return, any settlement of any Tax claim or restricting it from freely engaging in assessment, any business or otherwise restricting the conduct surrender of its business; (x) entered into any material contract right to claim a refund of Taxes or any material transaction other than in consent to extend or waive the ordinary course statute of business limitations applicable to any Tax claim or materially changed any of its business practicesassessment; or (xis) agreed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as expressly for the transactions contemplated by this Agreement or as otherwise set forth on the attached Developments Schedulein Schedule 3.10, since December 31, 20032016, neither Seller has conducted the Company nor any Business only in the Ordinary Course of its Subsidiaries hasBusiness and with respect to the Business has not: (ia) issued suffered, sustained or incurred any notesmaterial Loss or waived or released any material right or claim, bonds whether or other debt securities (other than not in the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Ordinary Course of Business; (iib) declaredsuffered, set aside sustained or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted incurred any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000to any material properties or assets, whether or not covered by insurance; (viiic) made capital expenditures individually or in aggregate exceeding $5,000; (d) subjected any of the Assets to any Encumbrance; (e) issued any note, bond or other debt security, created, incurred or assumed any indebtedness for borrowed money or capitalized lease obligation or otherwise incurred any material Liability, except current liabilities incurred in the Ordinary Course of Business; (f) discharged or satisfied any Encumbrance, or paid any material Liability, other than current liabilities shown on the balance sheet of the Business as of December 31, 2016, and current liabilities incurred in the Ordinary Course of Business since December 31, 2016; (g) accelerated or requested early payment of accounts receivable of the Business; (h) increased the salary, wage or other compensation or level of benefits payable or to become payable by Seller to any Person employed or engaged with respect to the Business other than in the Ordinary Course of Business; (i) except as described in the Schedules hereto, amended or terminated any of the Operating Contracts, except in the Ordinary Course of Business; (j) changed accounting methods or practices of the Business (including any change in any material method of reserves, depreciation, amortization or cost accounting policies or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accrualsrates); (ixk) suffered, sustained or incurred any Material Adverse Effect; (l) received notice from any customer, supplier, vendor, Governmental Body or any other Person, or any group thereof, which would, with substantial certainty, give rise to or result in a Material Adverse Effect; (m) delayed or postponed the payment of accounts payable or other Assumed Liabilities; (n) entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement or arrangement prohibiting adopted, amended, modified or restricting it from freely engaging terminated any Benefit Plan to materially increase benefits of any of Seller’s directors, officers or employees who are employed in any business or otherwise restricting the conduct of its business;Business; and (xo) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed Contract to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or (a) Since January 1, 2025, (x) there has not been any Business Material Adverse Effect, and (y) except as set forth on the attached Developments Schedule, since December 31, 2003, neither the Company nor any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring AgreementSchedule 3.7(a), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of Acquired Entities have conducted their business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practicepractice and have used commercially reasonable efforts to preserve intact its business, keep available the services of its officers and employees, and maintain satisfactory relationships with customers, vendors, landlords and others having business relationships with the Acquired Entities. (b) Except as otherwise set forth on Schedule 3.7(b), since January 1, 2025, no Acquired Entity has done any of the following: (i) merged into or with or consolidated with, or acquired the business or assets of, any Person; (viiii) purchased any securities of any Person; (iii) created, incurred, assumed, guaranteed or otherwise become liable or obligated with respect to any Indebtedness, or made any loan or advance to, or any investment in, any Person, except in each case in the ordinary course of business; (iv) sold, transferred, assigned, leased, mortgaged, pledged, encumbered or otherwise disposed of any of its assets or properties, or subjected any of its assets or properties to any Liens of any kind (except for Permitted Liens) or agreed to sell, transfer, lease, mortgage, encumber, pledge or otherwise dispose of, any assets or properties except in the ordinary course of business; (v) entered into, materially amended, or terminated any Material Contract or any Contract with a Significant Customer or Significant Vendor, or waived any material debts or claims held by it under any Material Contract or Contract with a Significant Customer or Significant Vendor; (vi) suffered any damage, destruction or casualty loss exceeding in the aggregate excess of $250,000100,000 to its assets, whether or not covered by insurance; (viiivii) made or committed to make any change capital expenditure in any material method excess of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals$250,000; (ixviii) entered into written off as uncollectible any agreement notes or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves; (ix) settled any material claim or materially changed litigation, or filed any motions, orders, briefs or settlement agreements in any material proceeding before any Governmental Authority or any arbitrator; (x) maintained its books of account other than in the usual, regular and ordinary manner on a basis consistent with prior periods or made any material change in any of its business accounting methods or practices; (xi) granted any increase in the rate of wages, salaries, bonuses, incentive compensation, or other remuneration (of whatever name or kind) payable or to become payable to any Business Employee earning base cash compensation (for the avoidance of doubt, not to include any bonuses or benefits (including issuances or grants of Equity Interests)) of more than $150,000 annually, other than normal merit and/or annual review increases in the ordinary course of business; (xii) had any resignation or termination of employment of any of its officers, employees or managers that were employed by an Affiliate of the Acquired Entities but who performed services primarily for the Acquired Entities with annual base cash compensation (for the avoidance of doubt, not to include any bonuses or benefits (including issuances or grants of Equity Interests)) in excess of $150,000; (xiii) amended its Governing Documents; (xiv) issued, sold or otherwise disposed any Equity Interests, or granted, or entered into any agreement to grant, any options, convertible rights, warrants, calls or agreements relating to its Equity Interests; (xv) repurchased, redeemed or otherwise acquired any of its Equity Interests; or (xixvi) agreed committed in writing, to do any of the foregoing.

Absence of Certain Developments. Except as expressly for the transactions contemplated by this Agreement or as otherwise set forth on the attached Developments ScheduleSchedule 3.12 hereto, since December 31the respective Balance Sheet Dates, 2003(i) there has not been any development or combination of developments affecting the Companies which, neither to Sellers’ Knowledge, has had, or is likely to have, a Material Adverse Effect, and (ii) the Company nor any Companies have conducted the Business in the Ordinary Course of its Subsidiaries hasBusiness and (iii) since their respective Balance Sheet Dates there has not been: (ia) a change in the Companies’ authorized or issued capital; grant of any notes, bonds stock option or right to purchase shares of capital stock or other debt securities (other than of the Senior Debt and the Senior Notes) or Companies; issuance of any membership interests security convertible into such capital stock or other equity securities or securities; grant of any securities or rights convertibleregistration rights; purchase, exchangeable or exercisable into any membership interests redemption, retirement, or other equity securities acquisition by the Companies of any shares of any such capital stock or borrowed other securities; or declaration or payment of any amount (dividend or other than the Senior Debt and the Senior Notes)distribution or payment in respect of shares of capital stock or other securities; (iib) declared, set aside or made any payment or distribution increase by the Companies of cash any bonuses, salaries, or other property compensation to any of its members stockholder, member, partner, director, limited liability company manager, officer, or stockholders with respect employee, except payments or increases granted or agreed to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined be made in the Existing Operating Agreement and other than pursuant to the terms Ordinary Course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)Business consistent with past practices; (iiic) soldadoption of, assignedor increase in the payments to or benefits under, transferredany profit sharing, leasedbonus, licensed deferred compensation, savings, insurance, pension, retirement, or otherwise encumbered other employee Benefit Plan for or with any employees of the Companies; (d) loss of the employment, services or benefits of any officers or management level employees, excepting the resignation of the Companies’ current board of directors; (e) a loan to, or entering into any other transaction with, any of its material tangible assets or any Intellectual Property Rightsthe directors, officers, and employees of the Companies except in the ordinary course Ordinary Course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business Business consistent with past practice; (viif) suffered any damagedamage to, destruction or casualty other loss exceeding in of, condemnation, taking or other proceeding against, any asset or property of the aggregate $250,000Companies, whether or not covered by insurance; (viiig) made incurrence of any change indebtedness or other liability (whether known or unknown, absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for liabilities included in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accrualsPermitted Liabilities; (ixh) entered into disposal of, abandonment or permitted lapse of any agreement rights to the use of any Intellectual Property, or arrangement prohibiting disposal of or restricting it from freely engaging disclosure, or permitted disclosure (except as necessary in any business or otherwise restricting the conduct of its business), to any Person other than representatives of Purchaser, any trade secret, formula, or similar information not theretofore a matter of public knowledge; (i) cancellation of any debts or waiver of any claims or rights other than in the Ordinary Course of Business consistent with past practice; (j) payment, discharge or satisfaction of any claim, Liability or obligation other than the payment, discharge or satisfaction of claims, Liabilities and obligations incurred in the Ordinary Course of Business and consistent with past practice; (k) (i) prepayment of any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred, or (ii) failure to pay when due, any account payable, or sought the extension of the payment date of any account payable; (l) a writing off as uncollectible any notes or accounts receivable; (m) entry into, termination of, amendment of, or receipt of notice of termination of any Contract or transaction involving a total commitment by or to the Companies of at least $25,000; (n) a sale, lease, or other disposition of any asset or property of the Companies (except the sale of inventory in the Ordinary Course of Business consistent with past practice); (o) creation of an Encumbrance on any asset or property of the Companies; (p) execution of any agreement that materially limits or restricts the Companies from engaging or competing in any line of business or in any geographic area or location; (q) execution of any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing employment contract or agreement or adopted, amended, modified or terminated any Benefit Plan; (r) any change or amendment in its articles of incorporation or bylaws; (s) an issuance or sale of any securities; acquired, directly or indirectly, by redemption or otherwise; or a grant or arrangement regarding any options, warrants, calls or commitments of any kind with respect thereto; (t) any capital expenditure exceeding $25,000; (u) any Liabilities, except Liabilities included in the Permitted Liabilities, to which the Companies have incurred or become subject to, or have agreed to incur or become subject to, (v) a sale, assignment, transfer, conveyance, lease or other disposition of any material assets or properties of the Companies, except in the Ordinary Course of Business; (w) execution of any other material transaction, contract or commitment outside of the Ordinary Course of Business, except with respect to the transactions contemplated by this Agreement; (x) entered into any work stoppage with respect to the Business or obtained knowledge of any threatened or anticipated work stoppage; (y) any material contract damage or loss to its Business that would have a Material Adverse Effect; (z) any material transaction other than change in the ordinary course its method of business accounting; (aa) any Proceedings instituted or materially changed any of its business practicessettled; or (xibb) agreed either directly or indirectly, a performance, or failure to do perform, any act which would result in the creation or imposition of any Encumbrance on any of the foregoingproperties or assets of the Companies, or otherwise adversely affect the marketability of the Companies’ title to any of its properties or assets, outside of the Ordinary Course of Business.

Absence of Certain Developments. Since the date of the Latest Balance Sheet, there has not been any Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on Section 4.06 of the attached Developments ScheduleDisclosure Schedules or except as contemplated by this Agreement, since December 31, 2003the date of the Latest Balance Sheet, neither the Company nor any Subsidiary of its Subsidiaries the Company has: (ia) issued mortgaged, pledged or subjected to any notesmaterial lien, bonds charge or other debt securities (other than the Senior Debt and the Senior Notes) or encumbrance, any membership interests or other equity securities or any securities or rights convertibleportion of its assets, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)except Permitted Liens; (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iiib) sold, assigned, transferred, leased, licensed assigned or otherwise encumbered transferred any material portion of its material tangible assets or any Intellectual Property Rightsassets, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesbusiness; (ivc) sold, assigned or transferred any Intellectual Property, except in the ordinary course of business; (d) forgiven or cancelled any material Indebtedness or suffered any material extraordinary losses (whether or not covered by insurance), or condemnation, taking or other similar proceedings, or waived any claims or rights of material value (including any Indebtedness owed by any stockholder, officer, director, employee or affiliate of the Company or any Subsidiary); (e) redeemed or repurchased, directly or indirectly, any shares of capital stock or declared, set aside or paid any dividends or made any other distributions (whether in cash or in kind) with respect to any shares of its capital stock; (f) issued, sold or transferred any of its capital stock, securities convertible into its capital stock or warrants, options or other rights to acquire its capital stock; (g) made any capital expenditures or granted commitments therefore in excess of $250,000, except in the ordinary course of business; (h) changed any bonus of its accounting policies, practices or procedures, including internal control procedures, except those changes required by GAAP; (i) amended or modified its charter or bylaws; (j) increased the salary of any senior management-level employee of the Company or any wage of its Subsidiaries (i.e., Vice President or above) or entered into any agreement with such senior management-level employee, except for increases in salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case ordinary course of non-management employeesbusiness; (k) taken any action or entered into or agreed to enter into any transaction, agreement or commitment which is reasonably expected to result in more than $250,000 of liability to the Company, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xil) agreed in writing or, to do the Company's knowledge, orally, to take any of the foregoingforegoing actions.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.11 hereto, and except for the attached Developments Scheduletransactions contemplated by this Agreement, the Company has not, insofar as the Assets are concerned, since December 31, 2003, neither the Company nor any of its Subsidiaries has2000: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside mortgaged or made any payment or distribution of cash or other property to pledged any of its members assets, tangible or stockholders with respect intangible, or subjected them to such member’s or stockholder’s membership interests any lien, charge or other equity securities (other than encumbrance, except Permitted Tax Distributions as defined in the Existing Operating Agreement Encumbrances and other than pursuant liens securing indebtedness to be retired on or prior to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)Closing Date; (iii) sold, assigned, transferred, leased, licensed assigned or otherwise encumbered transferred any of its tangible assets, except in the ordinary course of business, or canceled any debts or claims; (iv) suffered any substantial losses other than consistent with recent operating history; (v) except in the ordinary course of business, waived or released any material tangible assets right or claim; (vi) made any Intellectual Property Rightschanges in employee compensation or personnel policies, including the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, option, stock purchase or other Plan (as hereinafter defined), declared, paid or committed to pay a bonus or additional salary or compensation to any Person, or made any other increase in the compensation payable to or to become payable to any executive officers of the Company, except in the ordinary course of business and other than in connection consistent with the incurrence of the Senior Debt and the Senior Notespast practices; (ivvii) made or granted entered into any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other transaction other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or ; (viii) amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted Contract listed in any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000Schedule hereto, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practiceand except for Contracts that have expired by their own terms; (viiix) suffered any material damage, destruction or casualty loss exceeding in the aggregate $250,000loss, whether or not covered by insurance; (viiix) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasershas suffered a Material Adverse Effect, or reversed has had any accounting accruals; (ix) entered into any agreement event or arrangement prohibiting events occur that, individually or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed aggregate, are reasonably likely to do any of the foregoing.result in a Material Adverse Effect;

Absence of Certain Developments. Except as expressly contemplated by this Agreement or Since the Most Recent Balance Sheet Date, (a) there has not been a Company Material Adverse Effect, (b) except in connection with the Contemplated Transactions, the Company and its Subsidiaries have conducted business in all material respects in the Ordinary Course of Business, and (c) except as set forth on Section 4.11(c) of the attached Developments Disclosure Schedule, since December 31, 2003, neither the Company nor any of its Subsidiaries hashave: (i) issued sold, exchanged, transferred, assigned or otherwise disposed of, or pledged, mortgaged, leased or encumbered in any notesway, bonds any of its material assets or other debt securities rights (tangible or intangible) other than the Senior Debt and sale of its services and/or products in the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Ordinary Course of Business; (ii) declared, declared or paid or set aside any dividends or reserved funds or authorized or made any payment distribution upon or distribution of cash or other property to any of its members or stockholders with respect to such member’s its Equity Interests, whether in cash or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement)kind, or purchaseddirectly or indirectly redeemed, redeemed purchased or otherwise acquired any membership interests of its capital stock or other equity securities (other than pursuant to the terms of the Restructuring Agreement)Equity Interests; (iii) sold(A) issued any note, assignedbond or other debt security, transferred, leased, licensed or otherwise encumbered created, incurred, assumed or guaranteed any Indebtedness, (B) assumed, guaranteed or endorsed the obligations of any other Person, or (C) repaid, canceled or compromised any Indebtedness of the Company or any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior NotesSubsidiaries; (iv) made any loans or granted any bonus or any wage or salary increase advances to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employeesPerson, other than advances for travel or other routine business expenses made in the ordinary course Ordinary Course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementBusiness; (v) made capital expenditures any change in any accounting principle, method or commitments therefor that aggregate practice used by the Company or any of its Subsidiaries, including, without limitation, any change in excess of $500,000cash management, except for billing, collection or other accounting practices including with respect to sales, receivables, payables, or expenses (including any fees and expenses relating to the Senior Debt and the Senior Noteschange in depreciation or amortization policies or rates); (vi) delayed made or postponed the payment of changed any accounts payable or commissions or material Tax election, filed any other material liability or obligation or agreed or negotiated amended Tax Return, entered into any agreement (including, without limitation, a closing agreement) with any party respect to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, Taxes (other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness), surrendered any right to claim a material refund of Taxes, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment, adopted or changed any material accounting methods, practices or periods for Tax purposes, made or requested any Tax ruling, entered into any Tax sharing or similar agreement or arrangement, or settled any Tax claim or assessment; (vii) suffered (A) acquired (including by merger, consolidation or acquisition of stock or assets) any damagecorporation, destruction partnership or casualty loss exceeding other entity or business organization or division thereof or any Equity Interest therein, or (B) otherwise acquired any assets or property of any Person other than (in the aggregate case of this clause (B) only) any capital expenditures or commitments for the same which do not exceed $250,000, whether or not covered by insurance250,000 in the aggregate; (viii) made any change in any material method adopted a plan of accounting complete or accounting policiespartial liquidation or authorized or undertook a dissolution, merger, consolidation, restructuring, recapitalization or other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accrualsreorganization; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business authorized, issued, transferred, sold, purchased, redeemed, retired, granted, delivered or otherwise restricting the conduct disposed of any of its businesscapital stock or other Equity Interests, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or other Equity Interests, or modified or amended any right of any holder of any of its outstanding capital stock or other Equity Interests; (x) entered into had any material contract Encumbrance placed on any of the properties of the Company or any material transaction other than in the ordinary course of business or materially changed any of its business practicesSubsidiaries; (xi) (A) granted or promised any increase in any benefits under any Employee Plan or made, granted or promised any bonus, wage, salary or compensation increase to, or made any other material change in employment terms for, any director, officer, employee or Contingent Worker of the Company or any of its Subsidiaries, other than any increase adopted in the Ordinary Course of Business that does not exceed five percent (5%) of the related Person’s salary or as otherwise required by applicable Law; (B) made or promised any bonus payment or arrangement to or with any employees or Contingent Workers of the Company or any of its Subsidiaries other than bonus payments or arrangements paid in accordance and subject to the terms and conditions of the bonus plan set forth on Section 4.17(a) of the Disclosure Schedule; or (C) amended or terminated any existing Employee Plan, except as required by applicable Law, or adopted any new Employee Plan; (xii) instituted or settled any claim or lawsuit for an amount involving in excess of $100,000 in the aggregate or involving equitable or injunctive relief; (xiii) hired, engaged or the employment or engagement, or otherwise received notification of the resignation, of any officer, employee or Contingent Worker of the Company or any of its Subsidiaries who earned or will earn annual base compensation in excess of $144,999; (xiv) sold, assigned, exclusively licensed, transferred, abandoned, allowed to lapse or otherwise disposed of any material Proprietary Rights owned or used by the Company or any of its Subsidiaries, except in the Ordinary Course of Business; (xv) amended or modified in any material respect, renewed, terminated or granted any release or relinquishment of any material right under any Material Contract or Insurance Policy in a manner that adversely affects in a material manner the Company or any of its Subsidiaries, in each case, except for Material Contracts or Insurance Policies entered into, renewed or extended in the Ordinary Course of Business; or (xixvi) agreed authorized or entered into any agreement, contract or commitment to do any of the foregoing or authorized, taken or agreed to take (or failed to take) any action with respect to the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 5.9, since December 31the Balance Sheet Date: (a) each Company has conducted its business only in the Ordinary Course of Business; (b) there has not been any event, 2003change, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; (c) other than this Agreement, neither the Company Seller Parent nor the Seller has sold, transferred, redeemed or encumbered any of its Subsidiaries has: (i) issued any notesEquity Interests, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or Companies have not sold any membership interests or other equity securities or of any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Company; (iid) declaredother than in the Ordinary Course of Business, set aside the Companies have not increased the benefits, compensation, bonus or made bonus opportunity of any payment employee, officer or distribution director of cash any Company; (e) no Company has canceled or other property compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Material Contract or right except in the Ordinary Course of Business; (f) no Company has mortgaged, pledged or subject to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities Lien (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms Exceptions) any of the Restructuring Agreement)its material assets, nor has any such asset been seized or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)attached; (iiig) no Company has acquired any material asset or sold, assigned, transferred, leasedconveyed, licensed leased or otherwise encumbered disposed of any material assets of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior NotesCompany; (ivh) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) no Company has suffered any damage, destruction or casualty loss exceeding of Company Properties that would materially and adversely affect its condition (financial or otherwise) or operations (present or prospective); (i) other than this Agreement, neither the Seller Parent nor the Seller has issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Equity Interest or any other security of any Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any capital or any other security of any Company; and (j) no Company has not paid or obligated itself to pay in excess of $50,000 in the aggregate $250,000, whether or not covered by insurance; (viii) made for any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed to do any of the foregoingfixed assets.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Since September 30, 2007, the attached Developments Schedule, since December 31, 2003, neither Companies have conducted the Company nor any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except Business only in the ordinary course consistent with their past practices and, except as set forth in Schedule 5.5 and except as contemplated by this Agreement, there has not been any: (a) change in the assets, liabilities, financial condition, properties, business or operations of business and other than in connection with the incurrence any of the Senior Debt and the Senior Notes; (iv) made Companies, which change by itself or granted any bonus in conjunction with all other such changes, whether or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than not arising in the ordinary course of business), has had or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementwould reasonably be expected to have a Material Adverse Effect; (vb) made capital expenditures declaration, setting aside or commitments therefor that aggregate payment of any dividend or other distribution (whether of cash, in excess kind or securities) with respect to, or any direct or indirect redemption, purchase or acquisition of, any of $500,000the shares of any of the Companies, except for or any fees and expenses relating to issuance or sale by the Senior Debt and Companies of any shares, including, without limitation, any in kind distribution of accounts receivable, inventory or other assets of any of the Senior NotesCompanies; (vic) delayed waiver or postponed the payment release of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date right of any of the Companies or cancellation or discharge of any material debt or claim held by any of the Companies, excluding any write-off or other compromise of accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablesreceivable, in each case, other than in the ordinary course of business consistent with past practice; (viid) suffered any damageloss, destruction or casualty loss exceeding in the aggregate $250,000damage to any property which would, or would reasonably be expected to, have a Material Adverse Effect, whether or not covered by insurance; (viiie) made acquisition or disposition, or any agreement or other arrangement for the acquisition or disposition of, any material assets or properties of the any of the Companies, excluding the sale of inventory in the ordinary course of business consistent with past practice; (f) material increase, direct or indirect, or other change in the compensation or benefits paid or payable to, or pay any bonus to, any officer, director, employee, independent contractor or agent of any of the Companies (other than salary, wage and/or commission increases in the ordinary course of business consistent with the Companies’ past practices) or any establishment or creation of any employment, deferred compensation, change in control, or severance agreement or employee benefit plan with respect to such Persons or the amendment to, or modification or termination of, any of the foregoing; (g) loss of key personnel of any of the Companies, or material method change in the terms and conditions of accounting the employment of the key personnel of any of the Companies; (h) incurrence or accounting policiesrefinancing of any indebtedness, mortgage, encumbrance or placement of any Encumbrance on any properties or assets of any of the Companies, other than those required by GAAP which have been disclosed Encumbrances for Taxes not yet due and payable or being contested in writing to the Purchasers, or reversed any accounting accrualsgood faith; (ixi) entered into change in accounting methods or practices, collection or credit policies, pricing policies, reserve policies, revenue recognition policies or payment policies; (j) payment or discharge of a lien or material liability of any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting of the conduct Companies outside the ordinary course of its business; (xk) entered into entering into, amendment or termination of any material contract or agreement to which any material transaction Company is a party or by which it is bound; (l) amendment to the Articles of Incorporation or Bylaws of any of the Companies, other than in compliance with Section 8.3 hereof; (m) incurrence of capital expenditures, other than in the ordinary course of business or materially changed any of its business consistent with the Companies’ past practices; or (xin) agreed to do any agreement or understanding, whether in writing or otherwise, by any of the foregoingCompanies or any other Person that would result in any of the foregoing transactions or events or require any of the Companies to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.23 attached hereto and except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleAgreement, since December 31April 26, 2003, neither the Company nor any of its Subsidiaries has2009: (ia) issued any notesno Seller has, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any theft, damage, destruction or casualty loss exceeding in the aggregate excess of $250,000100,000 to any Transferred Assets, whether or not covered by insuranceinsurance or suffered any material damage or destruction to its Books and Records; (viiib) made any change in any material method of accounting or accounting policiesno Seller has, other than those required by GAAP which have been disclosed in writing exclusively with respect to the PurchasersBusiness, or reversed incurred any accounting accrualsLiabilities, except Liabilities incurred in the Ordinary Course of Business, bankruptcy costs and expenses relating to this Agreement and the transactions contemplated hereby; (ixc) entered into no Seller has, exclusively with respect to the Business, sold, leased, assigned or transferred (including, without limitation, transfers to stockholders, holders of ownership interests or any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct Insider) a portion of its businesstangible assets, except for sales of Inventory, which, prior to the commencement of the Bankruptcy Case, were conducted in the Ordinary Course of Business, or canceled without fair consideration any material debts or claims owing to or held by it; (xd) entered into no Seller has sold, assigned, licensed or transferred (including transfers to stockholders or any Insider) any Transferred IP owned by, issued to or licensed to it or disclosed any material contract confidential information with respect to the Business (other than pursuant to agreements requiring the disclosure to maintain the confidentiality of and preserving all its rights in such confidential information); (e) no Seller has, exclusively with respect to the Business, entered into, amended or terminated any material transaction lease, contract, agreement or commitment, other than in the ordinary course Ordinary Course of business or materially changed any of its business practices; orBusiness; (xif) agreed no Seller has committed to do any of the foregoing; (g) no Seller has, exclusively with respect to the Business, suffered any product liability or recall liabilities reasonably expected to result in a Liability in excess of $1,000,000 in the aggregate; and (h) there has not occurred a Material Adverse Change.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 3.12, since December 31, 20032003 there has been not been: (a) any change in the business, neither financial condition, properties, operations or prospects of any Obligor from that reflected in the Company nor Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a Material Adverse Effect; (b) any resignation or termination of any officers or key employees of any Obligor, and the Company, to the best of its Subsidiaries has:knowledge, does not know of the impending resignation or termination of employment of any such officer of key employee; (c) any material change, except in the ordinary course of business, in the contingent obligations of any Obligor by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, which has had a Material Adverse Effect; (e) any waiver by any Obligor of a valuable right or of a material debt owed to it in excess of $100,000; (f) any direct or indirect loans made by any Obligor to any shareholder, employee, officer or director of any Obligor, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder; (h) any declaration or payment of any dividend or other distribution of the assets of the Company; (i) issued to the best of the Company’s knowledge, any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or labor organization activity with respect to any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Obligor’s employees; (iij) declaredany debt, set aside obligation or made liability incurred, assumed or guaranteed by any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined Obligor, except those for immaterial amounts and for current liabilities incurred in the Existing Operating Agreement and other than pursuant to the terms ordinary course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)business; (iiik) soldany sale, assigned, transferred, leased, licensed assignment or otherwise encumbered any of its material tangible assets transfer or any Intellectual Property Rightspatents, trademarks, copyrights, trade secrets or other intangible assets; (l) any change in any Material Agreement in effect that would have a Material Adverse Effect; (m) any satisfaction or discharge of any Lien or payment of any obligation by any Obligor, except in the ordinary course of business and other than in connection with that is not material to the incurrence business, properties, financial condition, operations or prospects of the Senior Debt and the Senior NotesCompany; (ivn) made or granted any bonus or Lien on any wage or salary increase to Asset of any employee or group of employees (Obligor except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementPermitted Liens; (vo) made capital expenditures any action, suit, proceeding or commitments therefor that aggregate in excess of $500,000investigation against any Obligor, except for any fees and expenses relating such action, suit, proceeding or investigation that (i) is not material to the Senior Debt and business, properties, financial condition, operations or prospects of the Senior NotesCompany or (ii) is set forth on Schedule 3.7; (vip) delayed any written communication received by any Obligor alleging that the Company or postponed its products has violated any of the payment patents or patent related licenses and other proprietary rights and processes of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practicesPerson; or (xiq) agreed to do any other events or conditions of the foregoingany character that, either individually or cumulatively, have resulted in a Material Adverse Effect.

Absence of Certain Developments. Except as expressly contemplated Since October 31, 2005, there has not been any Material Adverse Effect and, other than pursuant to the obligations and agreements of this Agreement,: (a) the Company has not sold, leased, licensed, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) the Company has not entered into any Contract (or series of related Contracts) either involving more than $50,000 or outside the Ordinary Course of Business; (c) no party (including the Company) has accelerated, suspended, terminated, modified or cancelled any Contract to which the Company is a party or by this Agreement or which the Company is bound that would have been a Material Contract at the time of any such action; (d) no Encumbrance has been imposed on any assets of the Company; (e) except as set forth on the attached Developments ScheduleSchedule 4.9(e), since December 31, 2003, neither the Company nor has not made any capital expenditure (or series of its Subsidiaries has:related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business; (f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans and acquisitions) or acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any Person except with respect to the trade receivables generated, or assets purchased, by the Company in the Ordinary Course of Business; (g) the Company has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money (including advances on existing credit facilities) or Capital Lease either involving more than $25,000 individually or $50,000 in the aggregate; (h) the Company has not delayed, postponed or accelerated the payment of accounts payable or other Liability or the receipt of any accounts receivable, in each case outside the Ordinary Course of Business; (i) issued the Company has not cancelled, compromised, waived or released any notes, bonds material right or other debt securities claim (other than or series of related rights or claims) outside the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Ordinary Course of Business; (iij) as incidental to the sale of products or services, the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property Rights outside the Ordinary Course of Business; (k) there has been no change made or authorized in the Organizational Documents of the Company; (l) the Company has not issued, sold or otherwise disposed of any of its capital stock or equity interests, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock other than pursuant to this Agreement; (m) the Company has not declared, set aside or paid any dividend or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s its capital stock or stockholder’s membership equity interests (whether in cash or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement)kind) or redeemed, or purchased, redeemed purchased or otherwise acquired any membership interests of its capital stock or other equity securities (other than pursuant to the terms split, combined or reclassified any outstanding shares of the Restructuring Agreement)its capital stock; (iiin) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted Company has not experienced any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, (whether or not covered by insurance) to its property; (viiio) the Company has not entered into any employment or collective bargaining agreement, written or oral, or modified the terms of any such existing agreement; (p) the Company has not granted any increase in the base compensation or made any other change in employment terms of any of its directors, officers or employees outside the Ordinary Course of Business; (q) the Company has not adopted, amended, modified or terminated any Plan (or taken any such action with respect to any Plan); (r) the Company has not discharged or satisfied any Encumbrance or paid any liability, in each case with a value in excess of $25,000 individually or $100,000 in the aggregate, other than current liabilities paid in the Ordinary Course of Business or the Pre-Closing Liabilities; (s) the Company has not disclosed to any Person other than Buyer and authorized representatives of Buyer any proprietary confidential information, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such information, which agreements are listed on Schedule 4.9 and is in full force and effect; (t) the Company has not made any change in any material method accounting principles or practices from those utilized in the preparation of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals;Annual Financial Statements; and (ixu) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed Company has not committed to do take any of the foregoingactions described in this Section 4.9.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleAgreement, since December 31, 2003, neither the Company nor any of its Subsidiaries hasBalance Sheet Date: (i) issued there has not been any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or material adverse change nor has there occurred any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)event which is reasonably likely to result in a material adverse change; (ii) declaredthere has not been any damage, set aside destruction or made any payment loss, whether or distribution of cash or other property to any of its members or stockholders not covered by insurance, with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement property and other than pursuant to the terms assets of the Restructuring Agreement), Company having a replacement cost of more than $250,000 for any single loss or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)$1,000,000 for all such losses; (iii) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iv) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies; (v) the Company has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vi) the Company has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to the Seller or any Affiliate of the Seller; (vii) the Company has not mortgaged, pledged or subjected to any Lien, any of its assets, or acquired any assets or sold, assigned, transferred, leasedconveyed, licensed leased or otherwise encumbered disposed of any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000Company, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed assets acquired or postponed the payment sold, assigned, transferred, conveyed, leased or otherwise disposed of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made the Company has not discharged or satisfied any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the PurchasersLien, or reversed paid any accounting accruals; obligation or liability (ix) entered into any agreement fixed or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than contingent), except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Company; (ix) the Company has not canceled or materially changed compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Contract or right except in the ordinary course of its business practices; orconsistent with past practice and which, in the aggregate, would not be material to the Company; (x) the Company has not made or committed to make any capital expenditures or capital additions or betterments in excess of $250,000 individually or $1,000,000 in the aggregate; (xi) the Company has not instituted or settled any material legal proceeding; and (xii) the Company has not agreed to do any of the foregoinganything set forth in this Section 4.9.

Absence of Certain Developments. Since November 30, ------------------------------- 1996: (a) The Seller has operated the Business in the ordinary course consistent with past practice; (b) There has not been any Material Adverse Change; (c) There has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Assets; (d) Except as expressly contemplated by this Agreement or as set forth on Schedule 4.7(d), the attached Developments ScheduleSeller has not entered into any employment, since December 31deferred compensation, 2003, neither the Company severance or similar agreement (nor amended any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notessuch existing agreement) or any membership interests agreed to increase the compensation payable or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to become payable by it to any of its members directors, officers, employees, agents or stockholders with respect representatives or agreed to such member’s increase the coverage or stockholder’s membership interests benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation or disability, sick leave, deferred compensation, bonus or other equity securities incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than normal increases in the ordinary course of business consistent with past practicepractice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Seller); (viie) suffered Except as set forth on Schedule 4.7(e), the Seller has not entered into any damagetransaction or Contract (other than purchase orders with customers of the Seller, destruction or casualty loss exceeding entered into in the aggregate ordinary course of business) having, in the aggregate, a value or requiring payments in excess of $250,000, whether or not covered by insurance10,000; (viiif) The Seller has not failed to pay and discharge current liabilities within 90 days, except where disputed in good faith by appropriate proceedings (if such proceedings are necessary); (g) The Seller has not made any change in loans, advances or capital contributions to, or investments in, any material method of accounting or accounting policiesPerson, other than those required by GAAP which have been disclosed in writing loans or advances to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than employees in the ordinary course of business of the Seller and which, in the aggregate, do not exceed $10,000; (h) Except as set forth on Schedule 4.7(e), the Seller has not mortgaged, pledged or materially changed subjected to any Lien any of its the Assets, or acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of any property, right or asset or any interest therein that otherwise would have been included as part of the Assets, except for (i) Permitted Exceptions, and (ii) any such properties, rights or assets or interests therein acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business practices; orconsistent with past practice of the Seller and which do not, in the aggregate, have a value in excess of $10,000; (xii) The Seller has not amended, canceled, terminated, relinquished, waived or released any Contract or right that otherwise would have been included as part of the Assets, except for any such Contract that has terminated in accordance with its terms due solely to the lapse of time; (j) The Seller has not suffered any Extraordinary Loss or Extraordinary Losses (as defined in Opinion No. 30 of the Accounting Principles Board of the American Institute of Certified Public Accountants and any amendments thereto); (k) Except as set forth on Schedules 4.7(e) and 4.7(k) hereto, the Seller has not made or committed to make any capital expenditures or capital additions or betterments to any of the Business in excess of $35,000 individually or $175,000 in the aggregate; (l) The Seller has not made any change in any method of accounting or accounting practice with respect to the Business except for any such change after the date hereof required by reason of a concurrent change in GAAP; (m) Except as set forth on Schedule 4.7(m) hereto, the Seller has not paid any dividend or made any distribution or other payment, in cash or otherwise, to the Shareholder Indemnitors; and (n) The Seller has not agreed to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments Schedule, since Since December 31, 2003, neither Seller has conducted the Company nor any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except Business only in the ordinary course of business consistent with past custom and practice, and has incurred no liabilities other than in connection the ordinary course of business consistent with the incurrence past custom and practice. Without limitation of the Senior Debt foregoing, since December 31, 2003 Seller has not: (i) sold, assigned or transferred any of the Purchased Assets, or mortgaged, pledged or subjected them to any Lien, charge or other restriction, except for Liens for current property taxes not yet due and the Senior Notespayable; (ivii) made or granted any bonus or any wage or salary increase to any employee or group of employees (made any other change in employment terms for any employee, except as required by pre-set forth on SCHEDULE 4.27; (iii) made or granted any increase in or amended or terminated, any existing contracts described plan, program, policy or arrangement, including without limitation, any Employee Benefit Plan (as defined) or arrangement or adopted any new Employee Benefit Plan or arrangement, or entered into any new collective bargaining agreement or multiemployer plan, except as set forth on SCHEDULE 4.27; (iv) conducted its cash management customs and practices (including the attached Contracts Schedule and, timing of collection of receivables and payment of payable and other current liabilities) and maintained its books and records other than in the case usual and ordinary course of non-management employeesbusiness consistent with past customs and practice; (v) made any loans or advances to, other than or guarantees for the benefit of, or entered into any transaction with any employee, officer or director of Seller; (vi) suffered any extraordinary loss, damage, destruction or casualty loss to the Purchased Assets or the Business or waived any rights of material value, whether or not covered by insurance and whether or not in the ordinary course of business), ; (vii) received notification that any customer will stop or made or granted any material increase in any employee benefit plan or arrangement, or amended decrease in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementthe rate of business done with the Business except as disclosed on SCHEDULE 4.27; (vviii) declared, set aside or paid any dividend or distribution of cash or other property to any stockholder or purchased, redeemed or otherwise acquired any shares of its capital stock, or made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating other payments to the Senior Debt and the Senior Notesany stockholder; (viix) delayed or postponed the payment of any accounts payable or commissions or entered into any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablestransaction, other than in the ordinary course of business consistent with past custom and practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business;; or (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed has committed to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 4.06 and except as expressly contemplated by this Agreement, since December 31the date of the Latest Balance Sheet, 2003, neither the Company nor any of its Subsidiaries has: (i) issued the Company has not engaged in any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except transaction that was not in the ordinary course of business and consistent with past practice, (ii) to the Company’s Knowledge, there has not been any material adverse change in the Company’s or the Business’ sales patterns, pricing policies, accounts receivable or accounts payable, taken as a whole, and (iii) to the Company’s Knowledge, there has not been any material adverse change in the relationships between the Company, on the one hand, and any customer, supplier, licensee, lessor, insurer or other than Person with whom the Company has material business relationships, on the other hand. Without limiting the generality of the foregoing, except as set forth on the attached Schedule 4.06 and except as expressly contemplated by this Agreement, since the date of the Latest Balance Sheet, the Company has not: (a) issued or sold any of its capital stock or other equity securities, or any options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, calls or commitments of any kind with respect to its capital stock or other equity securities, or split, combined or reclassified any shares of its capital stock or other equity securities; (b) (i) increased the base salary, annual bonus or any other form of compensation payable to any of its employees or directors (except for changes in compensation in the ordinary course of business and consistent with past practice in connection with the incurrence of the Senior Debt and the Senior Notes; promotions or periodic reviews, but only with respect to employees other than officers or directors), (ivii) made implemented, announced or granted any bonus or any wage or salary increase committed to any employee “across-the-board” wage increase for its hourly employees or group of employees (iii) adopted or, except as required by preapplicable law, amended any Plan; (c) entered into any Contract with any labor union; (d) planned, announced, implemented or effected any reduction in force, lay off, early retirement program or similar program applicable generally across the Company’s employee base; (e) adopted a plan of liquidation, dissolution, merger, consolidation or other reorganization; (f) (i) made any material change in its accounting or tax methods, principles or practices or elections, or (ii) revalued any assets of the Company, including inventory or accounts receivable write-existing contracts described on the attached Contracts Schedule anddowns, except as reflected in the case Financial Statements; (g) accelerated the collection of, or discounted, accounts receivable, delayed the payment of non-management employeesaccounts payable or deferred expenses; (h) incurred any Indebtedness; (i) created or incurred any Lien on any assets of the Company or otherwise disposed of any assets of the Company in excess of $25,000 individually or $100,000 in the aggregate, other than sales of obsolete equipment in the ordinary course of business consistent with past practice and other than sales of inventory in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vj) made any capital expenditures contributions to or commitments therefor that aggregate equity or debt investments in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablesPerson, other than non-material advances to vendors and employees in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viiik) made any change in acquisition of any material method assets, properties, capital stock or business of accounting any other Person, whether by merger, stock or accounting policiesasset purchase or otherwise, other than those required by GAAP which have been disclosed in writing to the Purchaserspurchases of fixed assets, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than inventory, supplies and software/systems upgrades in the ordinary course of business consistent with past practice; (l) sold, licensed, assigned, transferred, abandoned, allowed to lapse or materially changed otherwise disposed of any material Intellectual Property or other intangible assets, except in the ordinary course of business consistent with past practice; (m) (i) terminated any Contract that if in existence on the date hereof would have been required to be listed on Schedule 4.06 or (ii) terminated or allowed to expire any Contract pursuant to which the Company leased any asset; (n) entered into any Contract outside of Contracts and purchase orders entered into in the ordinary course of business, to provide services that could reasonably be expected to result in the Company being required to commit in excess of $100,000 for either working capital or the purchase of assets to fulfill its business practicesobligations under such Contract; (o) failed to maintain in full force and effect the Insurance Policies; (p) made or revoked any material election with regard to Taxes or filed any material amended Tax Returns; (q) commenced or settled any criminal or material civil Claim; or (xir) agreed committed to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 3.20, since December 31January 1, 20032019 (i) there has not been any Material Adverse Effect, neither and (ii) the Company nor has conducted its businesses only in, and has not engaged in any transaction other than in, the Ordinary Course of Business. Without limiting the foregoing, except as set forth on Schedule 3.20, since January 1, 2019, the Company has not: (a) increased the amount of any bonus, salary, fringe benefit or other compensation payable to any, director, officer, employee, consultant, or independent contractor of the Company, or entered into, amended or terminated any employment or severance Contract with any such person; (b) entered into or deferred any commitment for capital expenditures of the Company, or failed to make any capital expenditures of the Company to be made prior to the Closing, other than in accordance with the maintenance budget of the Company for the applicable fiscal year; (c) changed its accounting methods or principles in any material respect; (d) (i) made or changed any Tax election, (ii) settled or compromised any Tax claim or Liability, (iii) changed any method of accounting or annual accounting period for Tax purposes, (iv) surrendered any claim for a refund of Taxes or (v) waived or extended the statute of limitations in respect of any Tax or entered into any Contract with a Taxing Authority; (e) entered into or agreed to enter into any merger or consolidation with any corporation or other entity, or acquired the securities of any other Person; (f) paid, cancelled, incurred, waived, settled or discharged or satisfied any Indebtedness, Claim, or Liability (whether absolute, accrued, contingent or otherwise), except in the Ordinary Course of Business; (g) encumbered any of its Subsidiaries has:properties or assets, tangible or intangible, except for Liens incurred in the Ordinary Course of Business, or sold, transferred or otherwise disposed of any assets, properties or rights of the business of the Company, except in the Ordinary Course of Business; (h) disposed of or has failed to keep in effect any rights in, to or for the use of any Company Intellectual Property Rights, franchise, license, Permit or certificate material to the business of the Company; (i) issued changed or modified in any notesmanner its existing credit, bonds or other debt securities (other than the Senior Debt collection and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertiblepayment policies, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt procedures and the Senior Notes)practices with respect to accounts receivable and accounts payable, respectively; (iij) declaredincurred any material damage, set aside destruction, theft, loss or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)business interruption; (iiik) sold, assigned, transferred, leased, licensed waived or otherwise encumbered released any of its material tangible assets right or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence claim of the Senior Debt and the Senior Notes; (iv) made Company or granted incurred any bonus modifications, amendments or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment terminations of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding Contracts which are in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, Company or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (xl) entered into materially modified the terms of, extended, renewed or terminated any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practicesLease; or (xim) agreed to do do, or entered into any Contract requiring, any of the foregoing.

Absence of Certain Developments. (a) Since January 1, 2011, there has been no Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 4.6, since December 31January 1, 20032011, neither the Company nor any Target has conducted its businesses only in the ordinary course of its Subsidiaries hasbusiness, and the Target has not: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or capital stock of any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Person; (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such memberthe Target’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)Units; (iii) sold, assigned, transferred, leased, licensed licensed, abandoned or otherwise encumbered permitted to lapse (other than patents expiring at the end of their statutory terms) any of its material tangible assets or any (including Target Intellectual Property RightsProperty, except as that term is defined herein), other than sales of inventory in the ordinary course of business and business, failed to enforce material Target Intellectual Property, or disclosed any Confidential Information (as that term is defined herein) to any third party (other than in connection with the incurrence of the Senior Debt and the Senior Notespursuant to appropriate confidentiality agreements); (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business)increase, or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement, except in each case in the ordinary course of business consistent with past practice or as required by applicable Law; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,00025,000 individually, except for any fees and expenses relating to or $200,000 in the Senior Debt and the Senior Notesaggregate; (vi) delayed made any loans or postponed advances to, guarantees for the payment of any accounts payable or commissions benefit of, or any other material liability or obligation or agreed or negotiated with investments in, any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, Persons (other than advances of less than $10,000 to employees in the ordinary course of business consistent with past practicebusiness) or formed any Subsidiary; (vii) suffered any damage, destruction or casualty loss exceeding $10,000 in the aggregate $250,000aggregate, whether or not covered by insurance, or experienced any material changes in the amount and scope of insurance coverage; (viii) made any change in their cash management practices (including with respect to accounts receivable and inventory) or made any material write-down in the value of their inventory; (ix) made any change in any method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, policies or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its businessTax reporting practices; (x) made or changed any election, changed any annual accounting period, adopted or changed any method of accounting, filed any amended Tax Return, entered into any material contract closing agreement, settled any claim or assessment, surrendered any right to claim a refund, offset or other reduction in liability, consented to any extension or waiver of the limitations period applicable to any claim or assessment, in each case with respect to Taxes, or taken or omitted to take any other action that had or would have the effect of increasing the present or future Tax Liability or decreasing any present or future Tax benefit of the Target; (xi) directly or indirectly engaged in any material transaction or entered into any loan or material arrangement with any officer or director or any relative of any officer, director, shareholder, manager, member or other Affiliate of the Target or NTR; (xii) merged or consolidated with any other Person or effected a recapitalization or similar transaction; (xiii) incurred any Indebtedness (other than for the purchase of inventory in the ordinary course of business consistent with past practice) or materially changed cancelled any debts owed to or claims held by the Target; (xiv) terminated, modified, amended any Material Contract, or entered into any new contracts or agreements, except in the ordinary course of its business practicesconsistent with past practice or pursuant to the terms of a Material Contract; or (xixv) agreed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on Section 5.8 of the attached Developments Sellers’ Disclosure Schedule, since December 31September 30, 20032013 (i) the Sellers have conducted the Business only in the Ordinary Course of Business, neither (ii) there has not been any material damage, destruction or loss with respect to any property or asset of the Company nor Business (including the Purchased Assets), and (iii) there has not been any event, change, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (b) Without limiting the generality of its Subsidiaries hasthe foregoing and except as set forth on Section 5.8 of the Sellers’ Disclosure Schedule, since September 30, 2013, the Sellers have not: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or paid any dividend or made any payment or other distribution in respect of cash or other property to any shares of its members or stockholders with respect to such member’s or stockholder’s membership interests capital stock (or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms interest) of the Restructuring Agreement), or purchasedSellers; (ii) repurchased, redeemed or otherwise acquired any membership interests outstanding shares of capital stock (or other equity interest) or other securities (of, or other than pursuant to ownership interest in, the terms of the Restructuring Agreement)Sellers; (iii) soldawarded or paid any bonuses to any Business Employee with respect to the fiscal periods ended December 31, assigned2012 or September 30, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights2013, except in to the ordinary course of business and other than in connection with extent accrued on the incurrence of the Senior Debt and the Senior NotesUnaudited Interim Financial Statements; (iv) made entered into any employment, deferred compensation, severance or granted similar agreement (nor amended any bonus such agreement) or any wage agreed to increase the compensation payable or salary increase to become payable by it to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule andSellers’ directors, in the case of non-management officers, employees, other than in agents or representatives or agreed to increase the ordinary course of business), coverage or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementbenefits available under a Seller Benefit Plan; (v) made capital expenditures changed its accounting or commitments therefor that aggregate in excess of $500,000Tax reporting principles, except for any fees and expenses relating to the Senior Debt and the Senior Notesmethods or policies; (vi) delayed made or postponed the payment of rescinded any accounts payable election relating to Taxes, settled or commissions or compromised any other material liability or obligation or agreed or negotiated with any party claim relating to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practiceTaxes; (vii) suffered any damage, destruction or casualty loss exceeding failed to promptly pay and discharge current Liabilities except where disputed in the aggregate $250,000, whether or not covered good faith by insuranceappropriate proceedings; (viii) made any change in any material method of accounting loans, advances or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchaserscapital contributions to, or reversed investments in, any accounting accrualsPerson or paid any fees or expenses to any director, officer, partner, stockholder or Affiliate; (ix) entered into mortgaged, pledged or subjected to any agreement or arrangement prohibiting or restricting it from freely engaging in Lien any business or otherwise restricting the conduct of its businessassets, properties or rights relating to the Business; (x) terminated, entered into or amended any material contract Material Contract (including any ▇▇▇); (xi) made or committed to make any material transaction other than capital expenditures in excess of $10,000 individually or $25,000 in the ordinary course aggregate; (xii) issued, created, incurred, assumed or guaranteed any Indebtedness in an amount in excess of business $25,000 in the aggregate; (xiii) instituted or materially changed settled any of its business practicesLegal Proceeding; or (xixiv) agreed agreed, committed, arranged or entered into any understanding to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement Agreement, the SEC Documents or as set forth on the attached Developments ScheduleSchedules hereto, since December 31, 20031998 through the date immediately preceding the Closing Date, neither the Company nor any of its Subsidiaries has: has not (ia) issued any notesstock, bonds options, bond or other debt securities corporate security, (other than the Senior Debt and the Senior Notesb) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount or incurred or became subject to any liabilities (absolute, accrued or contingent), other than current liabilities incurred in the Senior Debt ordinary course of business and liabilities under contracts entered into in the Senior Notesordinary course of business, (c) discharged or satisfied any lien or adverse claim or paid any obligation or liability (absolute, accrued or contingent); , other than current liabilities shown on the Balance Sheet and current liabilities incurred in the ordinary course of business; (iid) declared, set aside declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company; (e) mortgaged, pledged or subjected to any lien or adverse claim any of its members properties or stockholders with respect to such member’s assets, except for liens for taxes not yet due and payable or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined otherwise in the Existing Operating Agreement and other than pursuant to the terms ordinary course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities business; (other than pursuant to the terms of the Restructuring Agreement); (iiif) sold, assigned, transferred, leased, licensed assigned or otherwise encumbered transferred any of its material assets, tangible assets or any Intellectual Property Rightsintangible, except in the ordinary course of business and other or in an amount less than in connection with the incurrence $250,000, (g) suffered any extraordinary losses or waived any rights of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, material value other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; ; (vh) made any capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate an amount less than $250,000, whether or not covered by insurance; ; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ixi) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material other transaction other than in the ordinary course of business in an amount less than $250,000 or materially changed entered into any material transaction, whether or not in the ordinary course of business; (j) made any charitable contributions or pledges; (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of its the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect; (l) made any material change in the nature or operations of the business practicesof the Company; or or (xim) agreed entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 3.7, since December 31January 1, 20032025, neither there has occurred no Material Adverse Effect and no fact or condition exists or is contemplated or, to Seller’s Knowledge, threatened which would reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.7, pursuant to the Company nor any Pre-Closing Reorganization or contemplated by this Agreement, since January 1, 2025, the Practice has conducted the Business only in the Ordinary Course of its Subsidiaries hasBusiness and, without limiting the generality of the foregoing, the Practice has not: (ia) issued mortgaged or pledged any notesproperties or assets or subjected any property or asset to any Lien, bonds or other debt securities (other than the Senior Debt except statutory Liens for current Taxes not yet due and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)payable; (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iiib) sold, assigned, transferredtransferred or licensed any tangible or intangible assets (including any Intellectual Property) or canceled any debts or claims except in the Ordinary Course of Business; (c) made any commitment for capital expenditures that would be binding on Purchaser or the Practice after the Closing; (d) adopted, leasedentered into, licensed or otherwise encumbered amended, modified or terminated any collective bargaining agreement, employment agreement, independent contractor agreement, or Employee Benefit Plan, granted any increase in compensation or made any other change in employment terms, compensation or benefit terms, for any of its material tangible assets current or any Intellectual Property Rightsformer directors, officers or employees except in the ordinary course Ordinary Course of business Business and other than consistent with past practice or made any change in connection with the incurrence of the Senior Debt and the Senior Notesoperations affecting employees or independent contractors; (ive) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, entered into or amended any consulting, bonus, severance, retention, change in any material respect control, retirement or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementsimilar agreement; (vf) made capital expenditures taken any action to cause to accelerate the payment, funding, right to payment or commitments therefor that aggregate in excess vesting of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notescompensation or benefits or granted or announced any equity-based incentive awards; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (viig) suffered any theft, damage, destruction or casualty loss exceeding in the aggregate $250,000loss, whether or not covered by insurance; (viiih) made any change changes in any material method of its accounting systems, policies or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accrualspractices; (ixi) made any changes in its IT or human resources systems or processes; (j) made any changes in its organizational documents; (k) made any distributions or dividends to any equityholder; (l) paid any amount, performed any obligation or agreed to pay any amount or perform any obligation in settlement or compromise of any Action against a Relevant Entity or any of its directors, managers, officers, employees or agents; (i) incurred any Taxes with respect to events or transactions outside of the Ordinary Course of Business, (ii) entered into any agreement with any Governmental Authority (including a “closing agreement” under Section 7121 of the Code) with respect to any Tax matter, (iii) made, changed or arrangement prohibiting revoked any Tax election, (iv) settled any Tax claim, (v) surrendered the right to any Tax refund, (vi) changed any accounting period for Tax purposes, (vii) changed any method of accounting for Tax purposes, or restricting it from freely engaging in (viii) amended any business or otherwise restricting the conduct of its businessTax Return; (xn) entered into suffered any business disruption or material contract Liability as a result of COVID-19 or any material transaction other than in the ordinary course of business or materially changed any of its business practicesCOVID-19 Control Measures; or (xio) agreed committed to do do, or become aware of any fact, event, circumstance or condition that would be reasonably expected to result in, any of the foregoing.

Absence of Certain Developments. Except (a) From the Locked Box Date to the date hereof, there has not been any Leakage, other than (i) the continued operation of the Cash Management Arrangements in the ordinary course and (ii) Permitted Leakage as expressly contemplated by this Agreement or as set forth on defined in clauses (v), (vi) and (viii) of the attached Developments Scheduledefinition thereof. (b) Each of the Transferred Group Members has (I) operated its business in the Ordinary Course of Business from the Locked Box Date to the date hereof, (II) not suffered any Material Adverse Effect since December 31the Locked Box Date, 2003, neither the Company nor and (III) not taken any of its Subsidiaries hasthe following actions from the Locked Box Date to the date hereof: (i) issued (A) sold, leased, assigned, licensed or transferred or otherwise disposed of any notesof its assets or any portion thereof or any of its Intellectual Property or any Intellectual Property Ancillary Rights, bonds other than (1) sales of obsolete assets, assets with no book value and de minimis assets, and (2) licensing of Intellectual Property or other debt securities Intellectual Property Ancillary Rights in the Ordinary Course of Business to customers, or (B) mortgaged, pledged or subjected any of the foregoing to any additional Lien (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior NotesPermitted Liens); (ii) declaredmade, set aside granted or made promised any bonus, any wage or salary increase or any other payment or distribution of cash or other property to any of its members current or stockholders with respect to such member’s former employee, manager, officer or stockholder’s membership interests director, or other equity securities (contractor who is a natural person, in each case, other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms Ordinary Course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)Business; (iii) entered into, materially amended or terminated any Rome Group Employee Benefit Plan, other than as required by applicable Law or the terms of such Rome Group Employee Benefit Plan; (iv) except as required by Law, entered into, or amended, any collective bargaining agreements or other contract with any labor union, works council or other similar employee representative group relating to any current or former employees of any Transferred Group Member; (v) issued, sold, assignedgranted, transferredredeemed, leaseddelivered, licensed disposed of, pledged or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employeesOwnership Interests, other than (A) the issuance by the Rome Entity of Rome Common Shares upon the exercise of Rome Options or vesting of Rome Equity Awards in accordance with the ordinary course Rome Equity Plans, (B) the grant of business)Rome Equity Awards under the Rome Equity Plans and (C) the lapse, forfeiture or made or granted any material increase redemption of Rome Equity Awards in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees accordance with the Rome Equity Plans and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vi) made any loans, advances or capital contributions to, or investments in, any other person, other than (A) loans or capital contributions to or investments in Transferred Group Members in the Ordinary Course of Business, and (B) immaterial employee loans or advances in the Ordinary Course of Business; (vii) suffered created, incurred, assumed, guaranteed or otherwise became liable in respect of any damageindebtedness, destruction or casualty loss exceeding other than loans from Transferred Group Members in the aggregate $250,000, whether or not covered by insuranceOrdinary Course of Business; (viii) made acquired by merging or consolidating with, or by purchasing a substantial portion of the equity securities or assets of, any change in any material method of accounting Person or accounting policies, division thereof (other than those required by GAAP which have been disclosed inventory), or effected any business combination, recapitalization or similar transaction, or agreed in writing to do any of the Purchasers, or reversed any accounting accrualsforegoing; (ix) split, combined or reclassified any of its Ownership Interests; (x) hired any new, terminated (other than for cause), or modified or amended in any material respect any contract with any of its existing operating committee members, officers or directors; (xi) made or changed any election relating to Taxes, changed any annual accounting period or method of Tax accounting, settled or compromised any material Liability or claim with respect to Taxes, filed any amended material Tax Return, entered into any closing agreement relating to any Tax, agreed to an extension of a statute of limitations in respect of any Tax, surrendered any right to claim a material Tax refund, or incurred any material liability for Taxes other than in the Ordinary Course of Business; (xii) made any material change in policies with respect to the payment of accounts payable or accrued expenses, including any acceleration or deferral of the payment thereof, as applicable, in each case, other than in the Ordinary Course of Business; (xiii) made any material change in any cash management practices or in accounting methods, principles or practices; (xiv) amended or authorized the amendment of its Organizational Documents; (xv) waived any of the rights of the Transferred Group Members under the confidentiality provisions of any agreement related to the Transactions or any of the material rights of the Transferred Group Members under the confidentiality provisions of any other agreements entered into by the Transferred Group Members; (xvi) amended or modified in any material respect, assigned, terminated (partially or completely), granted any material waiver or material release under or given any material consent with respect to, or entered into any agreement to do any of the foregoing with respect to, any of the Material Contracts or entered into any Material Contract; (xvii) entered into any agreement or arrangement prohibiting that limits or restricting it otherwise restricts in any material respect any Transferred Group Member, any of its Affiliates or any successor thereto, or that would, after the Closing Date, limit or restrict in any material respect any Transferred Group Member or any of its Affiliates from freely engaging in any the business or otherwise restricting of the conduct of its businessRome Group Members as currently conducted; (xxviii) abandoned, failed to defend against legal challenge, or permitted to lapse any material Intellectual Property; (xix) commenced any Action; (xx) failed to take or maintain reasonable measures consistent with past practice to protect the confidentiality of any trade secrets or other proprietary information included in Owned Intellectual Property; (xxi) entered or offered to enter into any material contract settlement, compromise or release of any Action involving any admission of wrongdoing or misconduct or payment by any Transferred Group Member of any material transaction other than in the ordinary course monetary relief or settlement; (xxii) terminated, failed to maintain, suffered any revocation of business or materially changed adversely amended the terms of any Material Permit; (xxiii) adopted or entered into a plan or agreement of its business practicescomplete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; or (xixxiv) agreed authorized, agreed, resolved or committed, whether orally or in writing, to do take any of the foregoingforegoing actions.

Absence of Certain Developments. Since December 31, 2023, there has not been any Material Adverse Effect and, to the Knowledge of the Company, no event has occurred or circumstances exist that would reasonably be expected to result in a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on Section 3.6 of the attached Developments Disclosure Schedule, since December 31, 20032023, neither (x) the Acquired Companies have conducted their business only in the Ordinary Course of Business, and (y) no Acquired Company nor any of its Subsidiaries has: (ia) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or Equity Interests of any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Acquired Company; (iib) declared, set aside or made any payment payment, dividend or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms any Equity Interests of the Restructuring Agreement), any Acquired Company or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms Equity Interests of the Restructuring Agreement)any Acquired Company; (iiic) sold, assigned, transferred, leased, licensed licensed, abandoned or otherwise encumbered permitted to lapse (other than patents expiring at the end of their statutory terms) any material assets of its material tangible assets any Acquired Company (including Company Intellectual Property), other than sales of inventory and non-exclusive licenses to customers or any Intellectual Property Rightsother business relations, except in each case, in the ordinary course Ordinary Course of business and Business, or failed to protect or enforce Company Intellectual Property, or disclosed any Confidential Information of any Acquired Company to any third party (other than in connection with the incurrence of the Senior Debt and the Senior Notespursuant to appropriate confidentiality agreements); (ivd) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business)increase, or made or granted any material increase in any employee benefit plan Benefit Plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan Benefit Plan or arrangement or adopted any new material employee benefit plan Benefit Plan or arrangement, except as required by applicable Law; (ve) made capital expenditures or commitments therefor that aggregate in excess of $500,00025,000 individually, or $50,000 in the aggregate; (f) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons; (g) suffered any damage, destruction or casualty loss exceeding $50,000 in the aggregate, whether or not covered by insurance, or experienced any material changes in the amount or scope of insurance coverage; (h) made any change in its cash management practices (including with respect to accounts receivable) or made any write-down in the value of any assets, in each case in any material adverse way; (i) made any change in any method of accounting or accounting policies or Tax accounting method or reporting practices, made or changed or rescinded any Tax election, filed any amended Tax Return, entered into any closing or other agreement with respect to Taxes or consented to any claim or assessment related to Taxes, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, incurred any liability for Taxes outside the Ordinary Course of Business, failed to pay any Tax as such Tax became due and payable, prepared any Tax Returns in a manner which is materially inconsistent with past practices of the Acquired Companies with respect to the treatment of items on prior Tax Returns, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (j) directly or indirectly engaged in any material transaction or entered into any loan or material arrangement with any (i) officer, director, manager, current or former holder of Equity Interests, (ii) individual related by blood, marriage or adoption to any officer, director, manager or current or former holder of Equity Interests or (iii) other Affiliate of the Acquired Companies; (k) merged, amalgamated or consolidated with any other Person or effected a recapitalization or similar transaction; (l) incurred any Indebtedness or cancelled any debts owed to or claims held by any Acquired Company, other than in the Ordinary Course of Business; (m) incurred any Liens upon any of its assets or any increase in the amount payable under any credit or loan agreement to which the Acquired Companies are a party, other than in the Ordinary Course of Business; (n) cancelled, compromised, waived, or released any right or claim (or series of related rights and claims); (o) settled any investigation, claim or litigation, or filed any motions, orders, briefs or settlement agreements in any Actions; (p) entered into, terminated, modified or amended any Material Contract, except Contracts entered into in the Ordinary Course of Business; (q) accelerated, terminated, modified or canceled any agreement, contract, document, lease, or license (or series of related agreements, contracts, leases, and licenses) (i) involving payment of more than $20,000 to which the Company is a party or by which the Company is bound except in the Ordinary Course of the Business or (ii) which does not meet the criteria in (i) above but is material to the Company or the Business and, to the Knowledge of the Company, no party intends to take any such action; (r) terminated, amended or failed to renew any (i) Permit; or (ii) registration or application for any Company Intellectual Property except for amendments completed in the Ordinary Course of Business; (s) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (t) written down or written up the value of any asset or investment on the Company’s books or records, except for any fees depreciation and expenses relating to amortization taken in the Senior Debt and the Senior NotesOrdinary Course of Business; (viu) accelerated the collection or receipt of, or discounted, any account receivables; (v) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation Liability or agreed or negotiated with any party Person to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, Liability; (w) other than in the ordinary course Ordinary Course of Business, engaged in (i) any promotional sales or discount or other activity, including with customers or other business consistent relations, that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales that would otherwise be expected to occur in post-Closing periods or (ii) any activity, including with past practice; (vii) suffered any damagevendors, destruction suppliers or casualty loss exceeding other business relations, that has or would reasonably be expected to have the effect of accelerating to post-Closing periods costs or expenses that would otherwise be expected to occur in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business;pre-Closing periods; or (x) entered into any material contract agreed or any material transaction other than proposed, whether orally or in the ordinary course of business or materially changed any of its business practices; or (xi) agreed writing, to do any of the foregoing.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on in Schedule 4-F or as authorized pursuant to any order entered by the attached Developments ScheduleBankruptcy Court, since December May 31, 20031996, neither the Company nor any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except Sellers have conducted their business only in the ordinary course of business consistent with past custom and other than practice (taking into account their position as debtors in connection with the incurrence of the Senior Debt possession, including their liquidity and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required constraints imposed by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of businesstheir lenders), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, have incurred no liabilities other than in the ordinary course of business consistent with past custom and practice (excluding liabilities directly relating to the Chapter 11 Case, such as professional fees), and have not: (i) sold, assigned or transferred any of Sellers' assets, except in the ordinary course of business consistent with past custom and practice, or mortgaged, pledged or subjected them to any Lien, except for Liens for current property Taxes not yet due and payable, or canceled without fair consideration any material debts or claims owing to or held by them; (viiii) sold, assigned, transferred, abandoned or permitted to lapse any licenses or permits which, individually or in the aggregate, are material to the Acquired Assets or any portion thereof, or any of the Intellectual Property, Intellectual Property Licenses or other intangible assets, or disclosed any material proprietary confidential information to any Person, except in the ordinary course of business consistent with past custom and practice, or granted any license or sublicense of any rights under or with respect to any Intellectual Property or Intellectual Property Licenses; (iii) made or granted any increase in, or amended or terminated, any existing employee plan, program, policy or arrangement to which any Seller is a party or contributes or which any Seller maintains, including, without limitation, any Employee Benefit Plan, or adopted any new employee benefit plan or arrangement, or amended or renegotiated any existing collective bargaining agreement or entered into any new collective bargaining agreement or multi-employer plan; (iv) conducted its cash management practices (including the collection of receivables, payment of payables and maintenance of inventory control and pricing and credit practices) other than in the usual and ordinary course of business consistent with past custom and practice (taking into account Sellers position as debtors in possession, including their liquidity and constraints imposed by their lenders); or (v) suffered any extraordinary loss, damage, destruction or casualty loss exceeding in the aggregate $250,000or waived any rights of material value, whether or not covered by insurance; (viii) made any change in any material method of accounting insurance and whether or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than not in the ordinary course of business or materially changed any of its business practices; orconsistent with past custom and practice. (xib) agreed to do No party (including any of Seller) has accelerated, terminated, modified, or canceled any contract, lease, sublease, license, sublicense or other agreement set forth on the foregoingAssigned Contracts List.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleTo such Seller’s Knowledge, since December March 31, 20032018 and prior to the date hereof, neither except for the Company nor any matters disclosed in Schedule 3.1(f) or approved, consented to or ratified by Purchaser, or actions taken in the ordinary course of its Subsidiaries hasbusiness: (i) the Company has not authorized the issuance of or issued any notes, bonds additional Units or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms Interests of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities Company (other than pursuant to the terms of the Restructuring LLC Agreement); (ii) the Company has not borrowed any money or otherwise incurred, guaranteed or otherwise become liable for any Indebtedness (other than pursuant to the terms of the LLC Agreement); (iii) soldthe Company has not mortgaged, assignedpledged, transferred, leased, licensed assigned in trust or otherwise encumbered any property or assets of the Company or any of its material tangible assets Subsidiaries, or assigned any monies owed or to be owed to the Company or any Intellectual Property Rightsof its Subsidiaries, except for customary Liens contained in or arising under operating or similar agreements executed by or binding on the ordinary course Company or any of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesits Subsidiaries or to secure Indebtedness; (iv) the Company has not made any distributions to the Members pursuant to Section 5.4 or granted any bonus or any wage or salary increase to any employee or group Section 5.5 of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementLLC Agreement; (v) made capital expenditures the Company has not adjusted the compensation or commitments therefor that aggregate in excess benefits of $500,000any manager, except for any fees and expenses relating to officer or employee of the Senior Debt and the Senior NotesCompany; (vi) delayed the Company has not incurred any expenditure or postponed series of related expenditures not otherwise a part of an approved Budget, except any expenditure or series of related expenditures (x) as required under Section 2.7 of the payment LLC Agreement, (y) as permitted under Section 2.8 of any accounts payable the LLC Agreement or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice(z) that constitute a Permitted Variance; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or Company has not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed binding contractual obligation to do any of the foregoingthings referred to elsewhere in this Section 3.1(f); and (viii) to the Seller’s Knowledge, the Company has not experienced a Material Adverse Effect.

Absence of Certain Developments. Since the date of the 2009 Unaudited Balance Sheet, the Company and the Subsidiaries have operated their businesses in the ordinary course consistent with past practice, and there have not been any Events that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on the attached Developments Schedule, since December 31, 2003the date of the 2009 Unaudited Balance Sheet, neither the Company nor any of its Subsidiaries Subsidiary has: (ia) issued suffered any notesmaterial damage, bonds destruction or loss (whether or not covered by insurance) from fire or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)casualty to its tangible property; (iib) declared, set aside or made any payment or distribution of cash or other property to revalued any of its members their respective assets, including writing off notes or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, accounts receivable other than in the ordinary course of business)business in amounts that are not, individually or made in the aggregate, material to the business of the Company or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementthe Subsidiaries; (vc) made any capital expenditures or commitments therefor involving amounts that exceed $20,000 per expenditure or commitment or $50,000 in the aggregate in excess of $500,000, except for any fees all such expenditures and expenses relating to the Senior Debt and the Senior Notescommitments; (vid) delayed sold, leased, licensed, mortgaged (or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablesotherwise granted an Encumbrance, other than a Permitted Encumbrance, with respect to), abandoned, assigned or transferred any of its material tangible or intangible assets; (e) cancelled, waived, compromised or released any rights or claims involving amounts that exceed $20,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business, securities, assets or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions other than acquisitions of inventory and supplies in the ordinary course of business consistent with past practice; (viig) suffered issued, granted, sold or otherwise permitted to become outstanding any damagecapital stock, destruction membership interests or casualty loss exceeding in other equity interests of the aggregate $250,000Company or any of the Subsidiaries, whether or not covered by insuranceany rights, subscriptions, warrants, options, conversion rights or agreements of any kind to purchase or otherwise acquire, or phantom shares or similar securities related to, any such capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of capital stock, membership interests or other equity interests of the Company or any of the Subsidiaries, or any rights, subscriptions, warrants, options, conversion rights or agreements of any kind to purchase or otherwise acquire, or phantom shares or similar securities related to, any such capital stock, membership interests or other equity interests; (viiih) made materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; (i) received any change notice or communication (x) terminating, suspending, or reducing in any material method respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, or otherwise reflecting a material adverse change in, the business relationship between any material supplier or customer and the Company or any of accounting the Subsidiaries or accounting policies(y) of any design, manufacturing or other defects, latent or otherwise, with respect to, or deficiencies in the quality of, any Product; (j) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (k) incurred, assumed, guaranteed or discharged any liability, including any Indebtedness (excluding the Buyer Promissory Note and the Convertible Notes), other than those required by GAAP which have been disclosed (except in writing to the Purchasers, or reversed any accounting accruals; (ixcase of Indebtedness) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business consistent with past practice; (l) canceled, compromised, knowingly waived or materially released any right or claim (or series of related rights and claims) under contracts listed on the Contracts Schedule or Intellectual Property Schedule; (m) modified its certificate of incorporation or bylaws or similar organizational documents or any Investor Agreement; (n) made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or agreed to pay or accelerate payment or vesting of, conditionally or otherwise, any bonus, incentive, retention or other compensation, any equity-based compensation award, change in control payment, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any employee or director; (o) except as otherwise required by Law, entered into, amended, modified, varied, altered or otherwise changed any of the Company Plans or Company Employee Agreements; (p) changed its business practicesaccounting principles, practices or methods except as required or permitted by Law or United States generally accepted accounting principles; (q) recalled, or became aware of any recall, of any Products; (r) materially modified the terms of any Company Option (or modified in any respect the terms of vesting thereof), any Company Warrant or the Convertible Notes; or (xis) authorized, or agreed to do in writing to, any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or Since December 31, 2011, except as set forth on in Section 4.7 of the attached Developments Disclosure Schedule, since December 31, 2003, neither the Company nor any of its Subsidiaries hasthere has not been: (ia) issued any notesadverse change in the business, bonds financial condition or results of operations of the Company, which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or could be reasonably expected to have a Material Adverse Effect; (b) any Encumbrance placed on any of the properties of the Company, other than Permitted Encumbrances; (c) any purchase, sale or other debt securities (disposition, or any Contract or other arrangement for the purchase, sale or other disposition, of any assets of the Company, including any of the Intellectual Property Rights owned or used by the Company in its business, involving any such assets with an aggregate value of $50,000, other than the Senior Debt and sale of inventory by the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than Company in the Senior Debt and the Senior Notes)ordinary course of business; (iid) declaredany material change in (x) the compensation payable or to become payable by the Company, set aside or made any payment or distribution of cash or other property to any of its members officers or stockholders employees, any loans or advances made by the Company to any of its officers, directors, shareholders or employees (except expense allowances payable to officers or employees in the ordinary course of business), or (y) any bonus arrangements made to or with any of such officers or employees or any establishment or creation of any employment Contract, any deferred compensation or severance arrangement or employee benefit plan with respect to such member’s Persons, or stockholder’s membership interests the amendment of any of the foregoing; (e) any change in collection policies, pricing policies or other equity securities payment policies of the Company; (other than Permitted Tax Distributions as defined in f) any termination of any material Contract or business arrangement to which the Existing Operating Agreement and Company was a party or by which the Company or any of the assets of the Company, were bound, other than pursuant to the terms anticipated expiration of the Restructuring Agreement), or purchased, redeemed or otherwise acquired term of any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)such Contract; (iiig) sold, assigned, transferred, leased, licensed any strike or otherwise encumbered any of its other material tangible assets labor dispute or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence threatened strike or material labor dispute involving employees of the Senior Debt and the Senior NotesCompany; (ivh) made any material casualty, loss, damage or granted destruction (whether or not covered by insurance) of any bonus or of the assets of the Company in excess of $50,000; (i) any wage or salary increase commitment to make any employee or group capital expenditures in excess of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees$50,000, other than in the ordinary course of business); or (j) any amendment, modification, renewal, renegotiation or made termination of any Contract or granted any material increase in any employee benefit plan or arrangement, or amended default in any material respect (or terminated taken or omitted to take any existing action that, with or without the giving of notice or passage of time or both, could constitute a default in any material employee benefit plan or arrangement or adopted respect) in any new material employee benefit plan or arrangementof its obligations under any Material Contract; (k) any change in Tax accounting methods or period of accounting; (l) with respect to the ownership or operation of the Purchased Assets: (i) any change or rescission of any material Tax election, (ii) entry into any closing Contract relating to Taxes, (iii) waiver or extension of the statute of limitations in respect of Taxes, or (iv) settlement or compromise any material Tax liability, or (v) made capital expenditures surrender of any right or commitments therefor that aggregate claim for a Tax refund; (m) any (i) cancellation, compromise, waiver, or release of any right or claim (or series of related rights and claims) involving more than $50,000 and outside the ordinary course of business, or (ii) cancellation or forgiveness of any material indebtedness for borrowed money owed to the Company; (n) any entry into any joint venture, partnership or similar Contract; (o) any delay or postponement of the payment of accounts payable and other liabilities involving more than $50,000; (p) any grant of any material license or sublicense of any rights under or with respect to any of the Intellectual Property Rights owned or used by the Company in excess its business, disposition of $500,000or permission granted to lapse any rights to the use of any such Intellectual Property Rights or disclosure of any material Intellectual Property Rights not a matter of public knowledge, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those such disclosure required by GAAP which have been disclosed in writing to the Purchasers, applicable Law or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practicesjudicial process; or (xiq) agreed any Contract or understanding whether in writing or otherwise, for the Company to do take any of the foregoingactions specified in clauses (a) through (p) above.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 6K, since December 31the date of the Reference Balance Sheet, 2003the Sellers have conducted the Business only in the ordinary course of business consistent with past custom and practice, neither the Company nor any of its Subsidiaries hasand have not: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)securities; (ii) declaredincurred any Indebtedness, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined any Indebtedness incurred in the Existing Operating Agreement ordinary course of business consistent with past custom and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)practice; (iii) discharged or satisfied any material Lien or paid any material obligation or Liability, other than current Liabilities paid in the ordinary course of business consistent with past custom and practice; (iv) mortgaged or pledged or imposed any security interest upon any of its properties or assets, tangible or intangible, or subjected them to any Lien, except Permitted Liens; (v) sold, assigned, transferred, leased, licensed or otherwise encumbered abandoned any of its material assets, tangible assets or any intangible (including the Intellectual Property Rights, except ) other than in the ordinary course of business consistent with past custom and other than in connection with the incurrence of the Senior Debt and the Senior Notespractice for a fair consideration; (ivvi) made or granted any bonus or any wage or salary increase or made any other change in employment to any director, officer, employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than 6N or in the ordinary course of businessbusiness consistent with past custom and practice), or made or granted any material increase in any bonus, profit sharing, incentive, severance, or other employee benefit plan plan, contract or arrangement, or amended in any material respect or modified or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vvii) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such contracts or agreements; (viii) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes100,000; (viix) delayed delayed, postponed or postponed canceled the payment of any accounts payable or commissions or any other material liability Liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted accelerated the collection of any accounts or settlement receivables, other than in the ordinary course of business consistent with past practicenotes receivable; (viix) made any loans or advances to, Guarantees for the benefit of, or any Investments in, any Persons or formed any Subsidiary; (xi) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or 25,000 which is not covered by insurance, or experienced any material changes in the amount and scope of insurance coverage; (viiixii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the PurchasersPurchaser, or reversed made any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging write-down in any business or otherwise restricting the conduct value of its business; (x) entered into any material contract or any material transaction inventory that is other than in the ordinary course of business consistent with past custom and practice, or materially changed made any change in its cash management policies; (xiii) directly or indirectly engaged in any transaction, made any loan to or entered into any arrangement with any officer, director, partner, shareholder, employee or other Affiliate of its business practicesthe Company; (xiv) granted any license or sublicense of any rights under or with respect to any Intellectual Property Rights; (xv) canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $25,000; (xvi) entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 other than purchase orders and promotional arrangements entered into in the ordinary course of business; (xvii) accelerated, terminated, modified, or canceled any agreement, contract or license (or series of related agreements, contracts, or licenses) involving more than $10,000 to which the Company is a party or by which it is bound other than purchase orders entered into in the ordinary course of business; (xviii) experienced any other occurrence, event, incident, or taken any action or omitted to take any action which would have a Material Adverse Effect; or (xixix) agreed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement Agreement, as set forth in the attached disclosure schedules of the Purchaser (the "Purchaser Disclosure Schedules") or as set forth on in the attached Developments ScheduleCommission Documents, since December 31June 30, 20032005: (a) there has not been any material adverse change in the business, neither assets or financial condition of the Company Purchaser nor has there occurred any event which is reasonably likely to result in a material adverse change in the business, assets or financial condition of the Purchaser; (b) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Purchaser having a replacement cost of more than $25,000 for any single loss or $50,000 for all such losses; (c) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Purchaser or any repurchase, redemption or other acquisition by the Purchaser of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Purchaser; (d) the Purchaser has not awarded or paid any bonuses to employees of the Purchaser or agreed to increase the compensation payable or to become payable by it to any of the Purchaser's directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives (other than normal increases in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a material increase in the benefits or compensation expense of the Purchaser); (e) there has not been any change by the Purchaser in accounting or tax reporting principles, methods or policies; (f) the Purchaser has not entered into any transaction or Contract or conducted its Subsidiaries has:business other than in the ordinary course consistent with past practice; (g) the Purchaser has not failed to promptly pay and discharge current liabilities except where disputed in good faith by appropriate proceedings; (h) the Purchaser has not made any loans, advances or capital contributions to, or investments in, any person or entity; (i) issued the Purchaser has not mortgaged, pledged or subjected to any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to Lien any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement)assets, or purchased, redeemed or otherwise acquired any membership interests assets or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leasedconveyed, licensed leased or otherwise encumbered disposed of any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000Purchaser, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed assets acquired or postponed the payment sold, assigned, transferred, conveyed, leased or otherwise disposed of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (viij) suffered the Purchaser has not discharged or satisfied any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the PurchasersLien, or reversed paid any accounting accruals; obligation or liability (ix) entered into any agreement fixed or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than contingent), except in the ordinary course of business or materially changed any of its business practices; orconsistent with past practice and which, in the aggregate, would not be material to the Purchaser; (xik) the Purchaser has not canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Contract or right except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Purchaser; (l) the Purchaser has not made or committed to make any capital expenditures or capital additions or betterments in excess of $20,000 individually or $40,000 in the aggregate; (m) the Purchaser has instituted or settled any material legal proceeding; and (n) the Purchaser has not agreed to do any of the foregoinganything set forth in this Section 6.9.

Absence of Certain Developments. Except as set forth in Schedule 3.6 and except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleAgreement, since December 31the Interim Balance Sheet Date, 2003, neither the Company nor any Companies have conducted their Business only in the Ordinary Course of its Subsidiaries hasBusiness and none of the Companies have: (ia) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)suffered a Material Adverse Effect; (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (viib) suffered any theft, damage, destruction or casualty loss exceeding in excess of US $100,000 in the aggregate $250,000to its assets, whether or not covered by insurance; (viiic) borrowed any amount or incurred or become subject to any Indebtedness or other Liabilities, except Liabilities not in excess of US $50,000 incurred in the Ordinary Course of Business and not constituting Indebtedness; (d) discharged or satisfied any Lien or paid any Liability (other than as described in Section 2.4(b)(vii) and Liabilities paid in the Ordinary Course of Business), prepaid any amount of Indebtedness or subjected any portion of its properties or assets to any Lien; (e) sold, leased, assigned or transferred (including, without limitation, transfers to Sellers or any Insider) any of its material tangible or intangible assets (including Proprietary Rights), except for sales of Inventory in the Ordinary Course of Business; (f) waived, canceled, compromised or released any rights or claims of material value, whether or not in the Ordinary Course of Business; (g) entered into, amended or terminated any Material Contract or entered into any other material transaction, whether or not in the Ordinary Course of Business, or materially changed any business practice; (h) made, granted or promised any bonus or any wage, salary or compensation increase that aggregate in excess of US $100,000 per year to any manager, officer, employee, sales representative or consultant or made, granted or promised any increase in any employee Benefit Plan, or amended or terminated any existing employee Benefit Plan or adopted any new employee Benefit Plan; (i) made any other change in employment terms for any material method of accounting its managers, officers and employees outside the Ordinary Course of Business or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed entered into any accounting accrualstransaction with any Insider; (ixj) entered into made any agreement capital expenditures in excess of US $500,000 in the aggregate or arrangement prohibiting failed to make any necessary or restricting it from freely engaging planned capital expenditures in any business or otherwise restricting the conduct Ordinary Course of its businessBusiness; (xk) entered into made any material contract loans or advances in excess of US $100,000 in the aggregate to, or guarantees for the benefit of, any material transaction Person; (l) amended or authorized any amendment to its Organizational Documents; (m) instituted or settled any claim or lawsuit for an amount involving in excess of US $500,000 in the aggregate or involving equitable or injunctive relief; (n) granted any performance guarantee to its customers other than in the ordinary course Ordinary Course of Business; (o) acquired any other business or materially changed Person (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by purchase of its business practicesassets or stock or acquired any other material assets; or (xip) committed or agreed to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement Since June 30, 2011, TransTex has conducted the Business in the Ordinary Course of Business and there has not been any TransTex Material Adverse Effect and no circumstances have arisen, which, individually or in the aggregate, would reasonably be expected to have a TransTex Material Adverse Effect. Without limiting the foregoing, except as set forth on Section 4.7 of the attached Developments ScheduleDisclosure Schedules, since December 31June 30, 20032011 (or January 1, neither the Company nor any of its Subsidiaries has2012 with respect to Section 4.7(q) below only), TransTex has not: (ia) issued entered into, amended, modified, supplemented, terminated or failed to renew any notesMaterial Contract set forth on Section 4.9 of the Disclosure Schedules or otherwise waived, bonds released or other debt securities (assigned any material rights, claims or benefits of TransTex thereunder, in each case other than in the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Ordinary Course of Business; (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iiib) sold, assigned, transferred, leasedconveyed, licensed leased or otherwise encumbered disposed of any of its material tangible assets or any Intellectual Property Rightsproperties having a value in excess of $50,000, except for the sale of inventory in the ordinary course Ordinary Course of Business; (c) (i) taken any action with respect to the grant of any severance or termination pay to any employees that will become due and payable on or after the Closing Date; (ii) adopted, entered into, or terminated any Benefit Plan or any plan, agreement, policy, practice or arrangement that would be a Benefit Plan if in effect on the date hereof; (iii) amended or communicated (whether orally or in writing) any increase in benefits or any change in current or former employee or Independent Contractor participation or coverage under any Benefit Plan that would increase the expense of maintaining such Benefit Plan; (iv) increased the compensation or fringe benefits of any current or former employee or Independent Contractor (except for increases in salary or wages in the Ordinary Course of Business); (v) granted any equity or equity-based awards; or (vi) made, contracted to make, or arranged for, retention payments to be made to any employee. (d) acquired or disposed of by stock transaction, lease, merger or consolidation with, or merged or consolidated with, or purchased all or substantially all of the assets of, or otherwise acquired any material assets or business and of, any corporation, partnership, association, joint venture or other than business organization or division thereof; (e) incurred, assumed or guaranteed any Indebtedness for borrowed money in connection with the incurrence Business except unsecured current obligations and Liabilities incurred in the Ordinary Course of the Senior Debt and the Senior NotesBusiness; (ivf) cancelled any debts or claims or amended, terminated or waived any rights constituting Purchased Assets; (g) made or granted forgiven any bonus material loans or any wage or salary increase material advances to any employee Person, except for advances to current employees or group Independent Contractors for expenses, or extensions of employees (except as required by pre-existing contracts described on the attached Contracts Schedule andtrade credit, in each case incurred in the case Ordinary Course of non-management employeesBusiness; (h) authorized for issuance, issued or sold or agreed or committed to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any Equity Interest of any class, securities or equity equivalents of TransTex; (i) incurred or assumed any Indebtedness, or issued or sold any debt securities or warrants or rights to acquire any debt securities of TransTex; (j) permitted any of the assets of TransTex to be subjected to any Lien other than Permitted Liens; (k) made any material changes in the type or amount of its insurance coverage or permit any insurance policy naming TransTex as a beneficiary or a loss payee to be canceled or terminated other than in the ordinary course Ordinary Course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementBusiness; (vl) made settled, paid or discharged, or admitted liability or consented to (1) non-monetary relief in respect of any Action unless compelled by final, non-appealable Order of a Governmental Authority, or (2) monetary relief in connection with any Action; (m) incurred or committed to any obligation to make any capital expenditures expenditure (or commitments therefor that aggregate series of capital expenditures) in excess of $500,00050,000, except for any fees and expenses relating to individually or in the Senior Debt and the Senior Notesaggregate, which would constitute an Assumed Liability; (vin) delayed made any material changes in any Tax position or postponed the payment in any principles, practices, or methods of any accounts payable accounting or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, auditing practice other than those changes required by GAAP, disclosed in the ordinary course of business consistent with past practicenotes to the Financial Statements or as appropriate to conform to changes in Tax Laws; (viio) suffered incurred any material damage, destruction or casualty loss exceeding loss, or any material interruption in the aggregate $250,000use, of any Purchased Assets, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ixp) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business agreement, or otherwise restricting become obligated, to do any action prohibited by the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practicesforegoing; or (xiq) agreed failed to do any of comply with the foregoingCash Management Policy.

Absence of Certain Developments. Except for actions taken in connection with the Chapter 11 Case, as contemplated or expressly contemplated required or permitted by this Agreement Agreement, or as set forth on in Section 5.5 of the attached Developments Seller Disclosure Schedule, since December 31the Most Recent Balance Sheet Date, 2003the Business has been conducted in the Ordinary Course of Business, neither the Company nor any and none of its Subsidiaries Sellers has: (a) acquired any material assets; (b) sold, leased, transferred or assigned any material assets, tangible or intangible, other than (i) issued in the Ordinary Course of Business, or (ii) the disposition of obsolete or immaterial assets not necessary for the conduct of the Business by Sellers; (c) accelerated, terminated, modified, amended, or cancelled any notesMaterial Contract, bonds or waived, released or assigned any material rights or claims thereunder, in each case, in a manner materially adverse to Sellers (and, to the Knowledge of Sellers, no other debt securities (other than the Senior Debt and the Senior Notes) party to any such Material Contract has accelerated, terminated, modified, amended, or cancelled such Material Contract or waived, released or assigned any membership interests rights or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notesclaims thereunder); (iid) declared, set aside imposed or made created any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities Encumbrance (other than Permitted Tax Distributions as defined Encumbrances) upon any of the Purchased Assets, tangible or intangible, that would be binding on the Purchaser; (e) incurred or made any capital expenditures in an aggregate amount in excess of $250,000, other than capitalized software costs; (f) created, incurred, assumed, or guaranteed any Indebtedness that would be binding upon the Existing Operating Agreement and Purchaser; (g) transferred, assigned, abandoned or granted any license or sublicense of any rights under or with respect to any material Assumed Intellectual Property, other than pursuant to license agreements entered into in the terms Ordinary Course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)Business; (iiih) soldexperienced any damage, assigned, transferred, leased, licensed destruction or otherwise encumbered any other casualty loss (whether or not covered by insurance) affecting the tangible Purchased Assets and resulting in an aggregate loss in excess of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes$500,000; (ivi) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan type of compensation or arrangementbenefits, including severance or amended termination pay, to any of its current or former directors, Employees or consultants, except for increases in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementbase compensation in the Ordinary Course of Business; (vj) made capital expenditures or commitments therefor that aggregate in excess of $500,000paid any bonus, except for any fees and expenses relating to bonuses paid or accrued in the Senior Debt and the Senior NotesOrdinary Course of Business; (vik) delayed or postponed the payment of any undisputed accounts payable or commissions or any other undisputed Liabilities of the Business in any material liability or obligation respect (except for payments due under the Second Lien Credit Agreement and as required by the Bankruptcy Code); (l) adopted, made or agreed to (i) any welfare, pension, retirement, profit-sharing, incentive compensation or negotiated with similar plan, program, payment or arrangement for any party Employee except pursuant to extend the payment date existing Seller Plans, or (ii) any new employment, change of control or collective bargaining agreement; (m) made any material addition to or modification of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablesSeller Plan, other than (i) contribution to such plans made in the ordinary course Ordinary Course of business consistent with past practiceBusiness or (ii) the extension of coverage to Employees of the Sellers who became eligible after the Most Recent Balance Sheet Date; (viin) suffered changed any damagefinance or Tax accounting methods, destruction principles or casualty loss exceeding practices, except insofar as may have been required by a change in the aggregate $250,000, whether GAAP or not covered by insuranceapplicable Law; (viiio) made or rescinded any change in Tax election, settled or compromised any material method of accounting Tax Liability or accounting policies, other than those required by GAAP which have been disclosed in writing entered into a closing agreement with respect to the Purchasers, or reversed any accounting accruals;Taxes; and (ixp) entered into received any agreement written notice of any cancellation or arrangement prohibiting or restricting it from freely engaging in termination of any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed to do any of the foregoingAssigned Contract that is a Material Contract, including without limitation, such Assigned Contracts with Acquired Customers.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments Schedule, since December 31, 2003, neither Since the Company nor any of its Subsidiaries hasBalance Sheet Date: (i) issued there has not been any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or Material Adverse Change nor has there occurred any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)event which is reasonably likely to result in a Material Adverse Change; (ii) declaredthere has not been any damage, set aside destruction or made any payment loss, whether or distribution of cash or other property to any of its members or stockholders not covered by insurance, with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement property and other than pursuant to the terms assets of the Restructuring Agreement), Company having a replacement cost of more than $10,000 for any single loss or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)$10,000 for all such losses; (iii) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (iv) the Company has not, and never has since its inception, had any employees; (v) there has not been any change by the Company in accounting or tax reporting principles, methods or policies; (vi) the Company has not entered into any transaction or Contract or conducted its business other than in the ordinary course consistent with past practice; (vii) the Company has not failed to promptly pay and discharge current liabilities except where disputed in good faith by appropriate proceedings; (viii) the Company has not made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Shareholder or any Affiliate of any Shareholder; (ix) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, leasedconveyed, licensed leased or otherwise encumbered disposed of any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000Company, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed assets acquired or postponed the payment sold, assigned, transferred, conveyed, leased or otherwise disposed of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (viix) suffered the Company has not discharged or satisfied any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the PurchasersLien, or reversed paid any accounting accruals; obligation or liability (ix) entered into any agreement fixed or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than contingent), except in the ordinary course of business or materially changed any of its business practices; orconsistent with past practice and which, in the aggregate, would not be material to the Company; (xi) the Company has not canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Contract or right except in the ordinary course of business consistent with past practice and which, in the aggregate, would not be material to the Company; (xii) the Company has not made or committed to make any capital expenditures or capital additions or betterments in excess of $10,000 individually or $10,000 in the aggregate; (xiii) the Company has not instituted or settled any material Legal Proceeding; and (xiv) the Company has not agreed to do any of the foregoinganything set forth in this Section 3.9.

Absence of Certain Developments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 4.22 or as contemplated by this Agreement, since December 31, 2003, 1997 neither the Company nor any of its Subsidiaries has conducted the Business other than in the ordinary course, or has: (i) issued made or committed to make any notes, bonds capital expenditures or other debt securities (other than the Senior Debt and the Senior Notes) capital additions or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)betterments in excess of an aggregate of $25,000; (ii) declaredinstituted any litigation, set aside action or made proceeding before any payment court, governmental body or distribution of cash arbitration tribunal relating to it or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rightsproperty, except for litigation, actions or proceedings instituted in the ordinary course of business and other than consistent with prior practice; (iii) acquired, or agreed to acquire, by merging or consolidating with, or by purchasing a substantial equity interest in connection with the incurrence or a substantial portion of the Senior Debt and the Senior Notesassets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; (iv) made increased, or granted agreed or promised to increase, the compensation of any bonus officer, employee or agent of the Company or any wage Subsidiary, directly or salary increase to indirectly, including by means of any bonus, pension plan, profit sharing, deferred compensation, savings, insurance, retirement, or any other employee or group of employees (benefit plan, except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case ordinary courses of non-management employeesbusiness and consistent with prior practice; (v) incurred any obligation or liability, other than absolute, accrued, contingent or otherwise, whether due or to become due, except Liabilities or obligations incurred in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees business and expenses relating to the Senior Debt and the Senior Notesconsistent with prior practice; (vi) delayed declared or postponed paid any dividends or made any other distributions to its stockholders as such; or made any redemption or repurchase of the payment Company's capital stock; (vii) paid, discharged or settled any Liabilities of any accounts payable or commissions the Company or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablesits Subsidiaries for Taxes, other than payments required for the current year that are not in dispute; (viii) prepaid any principal of its long-term debt; (ix) amended its Articles or Certificate of Incorporation or by-laws; (x) canceled or compromised any debt or claim or waived or released any right, except for adjustments or settlements made in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed made a loan to do any person other than with respect to accounts receivable created by unaffiliated third parties in the ordinary course of the foregoingbusiness.

Absence of Certain Developments. Since December 31, 2020, there has not been any event, occurrence, fact, circumstance, or change that has had, or reasonably would be expected to have, a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 3.03, as required by any Governmental Authority (including pursuant to any applicable law, order, or decree), as contemplated by this Agreement, or as consented to by Buyer, since December 31the date of the Latest Balance Sheet, 2003, neither the Company nor any has operated its business in the ordinary course of its Subsidiaries hasbusiness consistent with past practice in all material respects, and the Company has not: (ia) issued sold, leased, assigned, or transferred any notesmaterial portion of its assets or property, bonds or suffered the imposition of any mortgage, pledge, or other debt securities (Lien, in each case, other than Permitted Liens, upon any material portion of its assets or property, in each case, outside the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)ordinary course of business; (iib) declared, set aside merged or consolidated with or made any payment equity investment in, or distribution any loan or advance to, or any acquisition of cash the securities, any line of business, or a material portion of the assets of, any other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (Person, in each case, other than Permitted Tax Distributions as defined in the Existing Operating Agreement an advancement of reimbursable ordinary and other than pursuant necessary business expenses made to the terms directors, officers, employees, independent contractors and third-party transportation providers of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except Company in the ordinary course of business and other than account and trade payables issued in connection with the incurrence ordinary course of the Senior Debt and the Senior Notesbusiness; (ivc) made or commitments for capital expenditures that have not yet been made as of the Closing Date in excess of $500,000 in the aggregate other than as contemplated by the Company's budget; (d) granted any bonus license or sublicense of, assigned or transferred any wage material rights under or salary increase with respect to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, Company Intellectual Property other than in the ordinary course of business); (e) suffered any event of damage, destruction, casualty loss, or claim exceeding $500,000, individually or in the aggregate, in excess of amounts covered by applicable insurance (disregarding, for this purpose, any deductibles or retentions under such insurance); (f) failed to maintain its material assets in good condition in accordance in all material respects with applicable warranties and past practice, normal wear and tear excepted; (g) made any material changes to policies or timing of repairs, maintenance, and purchasing and installation of tires, fuel, and other replaceable operating supplies; (h) granted any material increase in any employee benefit plan or arrangementthe amount of cash compensation, benefits, retention, or amended in severance pay to, or paid any material respect special bonus to, any of its directors, officers, or other senior executives or adopted, amended, or terminated any existing material employee benefit plan Plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablesBenefit Program, other than in the ordinary course of business consistent with past practiceor as otherwise provided for in any such Plan or Benefit Program; (viii) suffered made any damagematerial change in accounting, destruction auditing or casualty loss exceeding tax reporting methods, policies, or practices, including without limitation any change in depreciation or amortization policies or rates theretofore adopted by the aggregate $250,000, whether or not covered by insuranceCompany; (viiij) made or revoked any change in any material method election with respect to Taxes of accounting the Company or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accrualschanged its tax year; (ixk) entered into accelerated or changed any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract practices, policies, procedures, or any material transaction timing of the billing of customers or the collection of their accounts receivable, or their pricing and payment terms, in each case, other than in the ordinary course of business in accordance with reasonable commercial practices; (l) delayed or materially changed postponed the payment of accounts payable, accrued expenses, or the deferment of expenses, or waived, settled, or compromised any accounts receivable, debt, or other rights, in each case, other than in the ordinary course of business in accordance with reasonable commercial practices; (m) amended its certificate of incorporation or bylaws; (n) authorized for issuance, issued, sold, pledged, encumbered or delivered, or agreed or committed to issue, sell, pledge, encumber, or deliver any of its business practices; orcapital stock, or issued any Options, or entered into any contract with respect to the issuance of, its capital stock; (xio) agreed to do (A) split, recapitalized, combined or reclassified any of its capital stock, (B) effected any stock dividend, stock split, adjustment, combination, subdivision or like change in its capitalization, (C) declared, set aside or paid any other distribution of any kind (whether in cash, stock or property) to any stockholder, or (D) or made any direct or indirect redemption, retirement, purchase or other acquisition of any of its shares of capital stock or other equity interests; (p) (A) incurred any material Indebtedness, or guaranteed any material indebtedness of another Person which would continue after the foregoing.Closing Date, issued or sold any debt securities or warrants or other rights to acquire any debt securities, or guaranteed any debt securities of another Person or (B) made any loans, advances or capital contributions to, or investments in, any other Person, in each case with respect to the foregoing clauses (A) and (B), other than an advancement of reimbursable ordinary and necessary business expenses made to directors, officers, employees, independent contractors and third-party transportation providers of the Company in the ordinary course of business and other than account and trade payables incurred in the ordinary course of business;

Absence of Certain Developments. Except as set forth on Schedule 2.08, since the date of the Latest Balance Sheet to the date hereof, there has not occurred any event, occurrence, development or state of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, and except as set forth on the Schedule 2.08 and except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleAgreement, since December 31, 2003the date of the Latest Balance Sheet to the date hereof, neither the Company nor any of its Subsidiaries has: (ia) amended or modified its certificate of formation or limited liability company agreement (or other organizational or governance documents); (b) issued or sold any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership of its limited liability company interests or other equity securities interests or any securities options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, calls or commitments of any kind or granted phantom stock or other similar rights convertible, exchangeable or exercisable into any membership with respect to its limited liability company interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)interests; (iic) declaredplanned, set aside announced, implemented or made effected any payment or distribution of cash reduction in force, lay off, early retirement program, severance program or other property to any program or effort concerning the termination of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined employment of employees, in the Existing Operating Agreement and other than pursuant each case, that is material to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)Company and its Subsidiaries taken as a whole; (iiid) sold, assigned, transferred, leased, licensed (i) made or otherwise encumbered granted any of its material tangible assets bonus or any Intellectual Property Rightsmaterial compensation or salary increase to any former or current employee receiving (before or after such increase) base compensation in excess of $150,000 per annum, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or (ii) made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement Plan or adopted any new material employee benefit plan or arrangementPlan, except in the ordinary course of business; (ve) made capital expenditures adopted a plan of liquidation, dissolution, merger, consolidation or commitments therefor other reorganization; (f) subjected any portion of its properties or assets that aggregate in excess of $500,000is material to the Company and its Subsidiaries taken as a whole to any Lien, except for any fees and expenses relating to the Senior Debt and the Senior NotesPermitted Liens; (vig) delayed made any material change in its accounting methods, principles or postponed practices, except as may be required by Law, regulatory accounting requirements or GAAP, or made any material election relating to Taxes, in each case, except as may be required by GAAP, the payment Code or applicable Law; (h) made any acquisition of all or substantially all of the assets, properties, capital stock or business of any accounts payable other Person, whether by merger, stock or commissions asset purchase; (i) sold, leased, assigned, transferred or otherwise disposed of, or caused to be subject to any Lien (other than a Permitted Lien), any of the Company’s or any other material liability Subsidiary’s assets, securities, properties, interests or obligation businesses, except for (A) sales of inventory and dispositions of obsolete assets in the ordinary course of business consistent with past practice and (B) the transactions contemplated by the Distribution; (j) made any loans or agreed advances to, or negotiated with assumed, guaranteed or endorsed the Indebtedness of, any party Persons, except to extend the payment date employees and extensions of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablescredit to customers, other than in each case, in the ordinary course of business consistent with past practice; (viik) terminated, or received written notice of termination of, any agreement listed or that would be required to be listed on Schedule 2.11, other than pursuant to the anticipated expiration of the term of any such agreement or arrangement; (l) suffered any damagematerial casualty, loss, damage or destruction or casualty loss exceeding in the aggregate $250,000, (whether or not covered by insurance) of any of its assets in excess of $50,000 in any individual case or $500,000 in the aggregate; (viiim) made any change in commitment to make any material method of accounting or accounting policiescapital expenditures, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed as contemplated by the 2013 Budget; (n) failed to maintain its books, accounts and records in the usual, regular and ordinary course of business in all material respects; (o) cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $250,000 and outside the ordinary course of business, or cancelled or forgave any material Indebtedness owed to the Company or any of its business practicesSubsidiaries (other than with respect to its Affiliates); or (xip) agreed or committed in writing to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.9, the attached Developments ScheduleCompany has since January 1, 2021, (i) conducted its business only in the ordinary course of business consistent with past custom and practice and (ii) used its reasonable efforts to maintain the business, employees, customers, assets and operations as an ongoing concern in accordance with past practice. Without limiting the foregoing, since December 31January 1, 20032021 through the date hereof, neither the Company nor any of its Subsidiaries hashas not: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iiia) sold, assigned, transferred, leased, licensed or otherwise encumbered disposed of any of its material tangible fixed assets or real properties, or mortgaged, pledged or subjected its assets to any Intellectual Property RightsLien, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesfor Permitted Liens, or cancelled without fair consideration any debts or claims owing to or held by it; (ivb) made sold, assigned, leased, licensed, transferred, abandoned or granted permitted to lapse any bonus Government Licenses or any wage or salary increase Proprietary Rights that are material to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000Business, except for any fees and expenses relating non-exclusive licenses to end-user customers or incidental to the Senior Debt and the Senior Notes; (vi) delayed sale, lease or postponed the payment purchase of any accounts payable products or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than services granted in the ordinary course of business consistent with past practice; (viic) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or as required under the terms of a Plan or applicable Law, (i) awarded or paid any bonuses or commissions to any employee, officer, manager, or member (or other equivalent Person), (ii) entered into any employment, deferred compensation, severance or similar agreement (or materially amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any employee, officer, manager, or member (or other equivalent Person), (iii) increased or agreed to increase the compensation payable or to become payable by it to any current or former manager, member (or other equivalent Person), officer, employee or consultant, (iv) increased or agreed to increase, amend or terminate in any material respect the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, including any Plan, payment or arrangement made to, for or with such current or former manager, member (or other equivalent Person), officer, employee or consultant (or other equivalent Person), as applicable, (v) made any other change in employment terms for any employee, officer, manager, or member (or other equivalent Person), or (vi) amended or renegotiated any existing collective bargaining agreement, entered into any new collective bargaining agreement or Multiemployer Plan or conducted its cash management customs and practices (including the collection of receivables, payment of payables, maintenance of inventory control and pricing and credit practices) other than in the usual and ordinary course of business consistent with past custom and practice; (d) made any capital expenditures or commitments in excess of $20,000, other than computers and related equipment purchased in connection with the Business; (e) made any loans or advances to, or Guarantees for the benefit of, or entered into any transaction with any Insider, except for the transactions contemplated by this Agreement and for advances consistent with past custom and practice made to employees, officers and managers (or other equivalent Person) for travel expenses incurred in the ordinary course of business; (f) suffered any destruction or casualty loss or waived any rights related thereto of material value, whether or not covered by insurance and whether or not in the ordinary course of business or consistent with past custom and practice; (g) recorded any sales revenues pursuant to transactions in which the purchaser of such products or services, at a future date has the right to elect early termination of such services and receive a refund of service fees paid, as applicable, or has the right to return such products at a future date; (h) issued or sold or agreed to issue or sell any notes, bonds or other debt securities or any equity securities or any securities convertible, exchangeable or exercisable into any equity securities; (i) created, incurred, assumed or guaranteed any Indebtedness; (j) declared, set aside or paid any dividend or distribution of cash or other property to any member with respect to Equity Interests or purchased, redeemed or otherwise acquired any Equity Interests or any warrants, options or other rights to acquire its Equity Interests, or made any other payments to any member or holder of Equity Interests of the Company; (k) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person (other than acquisitions of inventory in the ordinary course) or taken any steps to incorporate or form any subsidiary; (l) amended or authorized the amendment of the Organizational Documents of the Company; (m) other than expressly included in the audited Year End Financial Statements, made any change (or made a request to any Governmental Entity for a change) in accounting or Tax reporting principles, methods or policies; (n) failed to promptly pay invoices for services rendered to the Company when due except where disputed in good faith by appropriate proceedings involving amounts of less than $20,000 individually or in the aggregate; (1) made, changed or revoked any Tax election, (2) prepared or filed any amended Tax Return or prepared any Tax Return in a manner inconsistent with past practice, (3) settled or compromised any Tax Proceeding or Liability, (4) surrendered any claim for refund, (5) entered into any Tax Sharing Agreement, (6) entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, non-U.S. or other Law), (7) consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or (8) incurred any liability for Taxes outside the ordinary course of business consistent with past practice or failed to timely file any Tax Return (taking into account applicable extensions); (1) made any change in the prices or terms of distribution of the products or services, (2) made any change to its pricing, discount, allowance or return policies, (3) other than in the ordinary course of business practicesconsistent with past practice, granted any pricing, discount, allowance or return terms for any customer or supplier, including by modifying the manner in which the Company licenses or otherwise distributes its products, including making any change in the proportion of fully paid-up and subscription-based licenses granted to customers, or (4) decreased the amount of any maintenance, subscription or support renewal fees due to from the amount of such maintenance, subscription or support renewal fee payable during the preceding twelve-month period; (q) instituted or settled any Proceeding; or (xir) agreed agreed, committed, arranged or entered into any understanding to do any of the foregoinganything set forth in this Section 4.9.

Absence of Certain Developments. Except as expressly for the transactions contemplated by this Agreement or as otherwise set forth on the attached Developments ScheduleSchedule 3.13 hereto, since December March 31, 2003, neither the Company nor any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than has conducted the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined Business only in the Existing Operating Agreement Ordinary Course of Business and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities has not: (other than pursuant to the terms of the Restructuring Agreement); (iiia) sold, assigned, transferredSold, leased, licensed assigned or otherwise encumbered transferred any material properties or assets, or disposed of its material tangible assets or permitted to lapse any rights in any Permit or Intellectual Property Rights, except in owned by the ordinary course of business Company and other than in connection with used by the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employeesBusiness, other than in the ordinary course usual and Ordinary Course of business)Business, or made organized any new business entity or granted acquired any equity securities, assets, properties, or business of any Person or any equity or ownership interest in any business or merged with or into or consolidated with any other Person; (b) Suffered, sustained or incurred any material increase in any employee benefit plan Loss or arrangement, waived or amended in released any material respect right or terminated any existing material employee benefit plan claim, whether or arrangement or adopted any new material employee benefit plan or arrangement;not (i) in the Ordinary Course of Business, and (ii) covered by insurance. (vc) made capital expenditures Suffered, sustained or commitments therefor that aggregate in excess of $500,000, except for incurred any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000to any material Assets, whether or not covered by insurance; ; (viiid) made Subjected any change of the Assets to any Encumbrance, whether or not in the Ordinary Course of Business; (e) Increased the salary, wage or other compensation or level of benefits payable or to become payable by the Company to any material method of its officers, directors, employees or agents other than as set forth on Schedule 3.13; (f) Except as described in the Schedules hereto, amended or terminated any of the Operating Contracts of the Business (as hereinafter defined); (g) Changed accounting methods or accounting policiespractices; (h) Suffered a Material Adverse Change, other than those required by GAAP (i) recognizing the current state of the economics of the Company, and such being the primary reason for entering into this transaction which have been disclosed in writing condition will not materially deteriorate between the date hereof and the Closing, and (ii) the fact that the subscription renewal peak cycle of the Business occurred on or about March, 2003 and, due to the Purchasersseasonable fluctuation of cash flow, will decline in subsequent months of the fiscal year; or reversed any accounting accruals; (ixi) entered Entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed Contract to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on (a) Since the attached Developments Schedule, since December 31, 2003Balance Sheet Date, neither the Company nor any of its Subsidiaries has: (i) issued granted or agreed to grant present or future increases in the rate of compensation payable to any notes, bonds or other debt securities (other than personnel of the Senior Debt and the Senior Notes) Company or any membership interests or other equity securities or any securities or rights convertibleof its Subsidiaries, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than except in the Senior Debt and the Senior Notes)ordinary course of business; (ii) declared, set aside paid or agreed to pay any bonuses or made or agreed to make any payment or distribution of cash or other property similar payments to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms personnel of the Restructuring Agreement)Company or its Subsidiaries, or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rightsincluding severance payments, except in the ordinary course of business and other than except in connection with the incurrence Termination of the Senior Debt and the Senior NotesEmployees; (iviii) made sold, assigned or granted transferred any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in assets of the case of non-management employees, Business other than in the ordinary course of business); (iv) suffered any uninsured damage, destruction or made loss to any of the assets of the Company or granted any material increase of its Subsidiaries in any employee benefit plan or arrangement, or amended excess of $100,000 in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementthe aggregate; (v) made any capital expenditures (whether expensed or commitments therefor that aggregate capitalized), other than such expenditures not exceeding $100,000 in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notesaggregate; (vi) written off as uncollectible any notes or Accounts Receivable, except write-offs in the ordinary course of business and consistent with past practice; or (vii) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation not disputed in good faith or agreed or negotiated with any party Person to extend the payment date of any accounts payable or commissions or any other material liability or, except in the ordinary course of business, accelerated the collection of (or obligation or discounted discounted) any accounts receivable or settlement receivablesnotes receivable; (viii) entered into any other material transaction except in the ordinary course of business. (b) Since the Balance Sheet Date, there has not been: (i) any Material Adverse Change; or (ii) any amendment to any Tax Returns, or any election made, any accounting method or fiscal year adopted, or any position taken in any Tax Returns relating to the Company or any of its Subsidiaries that is inconsistent with any such election, accounting method, fiscal year or position previously made, adopted or taken with respect to the Company or any of its Subsidiaries. (c) Since the Balance Sheet Date, the Company and its Subsidiaries have, without limiting the foregoing: (i) operated only in the usual, regular and ordinary manner and, to the extent consistent with such operation, used reasonable efforts to preserve the present relationships with Persons having business dealings with the Company and each Subsidiary except for the Termination of Employees; (ii) in all material respects maintained customary levels of customer service; (iii) taken the actions as historically have been taken by the Company and its Subsidiaries to preserve, protect and maintain all of the Company’s and the Subsidiaries’ tangible assets other than disposable or immaterial assets in customary repair, order and condition (reasonable wear and tear excepted); (iv) in all material respects maintained in good standing all of their material licenses, permits and other regulatory authorizations; (v) not acquired any stock or, except in the ordinary course of business consistent with past practice, any property or assets of any other Person usable in the conduct of the Business, or entered into any contract or agreement or other commitment to effect any of the foregoing acquisitions except in the ordinary course of business; (vi) not incurred any indebtedness for borrowed money; (vii) not mortgaged, pledged or granted any Lien (other than Permitted Liens) on any of the Company’s or any of its Subsidiaries’ assets, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made not adopted any change in employee benefit plan covering employees of the Company or any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals;its Subsidiaries; and (ix) not entered into any contract or agreement or arrangement prohibiting other commitment with any third party relating to any sale or restricting it from freely engaging in any business disposition of all or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed to do any substantially all of the foregoingassets used in, or held for use in connection with the operations of, the Business.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached “Absence of Certain Developments Schedule” attached hereto as Schedule 2.6, since December 31January 1, 20032015, neither the Company nor any Seller has conducted the CryoScience Business only in the Ordinary Course of its Subsidiaries hasBusiness and, without limiting the foregoing, the Seller has not, with respect to the CryoScience Business or the other Transferred Assets: (ia) issued any notes, bonds experienced or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)suffered a Material Adverse Effect; (iib) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed sold or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms disposed of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material assets, tangible or intangible, other than (i) in the Ordinary Course of Business, (ii) sales of obsolete assets or assets with no book value, and (iii) sales or other dispositions of any Intellectual Property Rights, except in the ordinary course of business and other asset with a fair market value less than in connection with the incurrence of the Senior Debt and the Senior Notes$25,000; (ivc) made created or granted suffered to exist any bonus or any wage or salary increase to any employee or group of employees Lien (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in a Permitted Lien) upon any of its assets, tangible or intangible, outside the ordinary course Ordinary Course of business), Business or made or granted securing any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate Liability in excess of $500,00050,000, except for any fees and expenses relating to individually or in the Senior Debt and the Senior Notesaggregate; (vid) delayed entered into or postponed consummated any transaction involving the payment acquisition of the capital stock or other equity securities, assets, property, or a business line of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, Person other than purchases of CryoScience Inventory in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (viie) made any change in any accounting principles, practices or methods, except to the extent required by changes in GAAP or Applicable Law; (f) suffered or sustained any damage, destruction or other casualty loss exceeding in with respect to any material asset or property owned, leased or otherwise used by the aggregate $250,000Seller with respect to the CryoScience Business or the other Transferred Assets, whether or not covered by insuranceinsurance in excess of $50,000, individually or in the aggregate; (viiig) had any actual employee strike, work stoppage, slow down or lockout; (h) made any change in any material method excess of accounting 5% in the rate of compensation, commission, bonus or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasersdirect or indirect remuneration payable, or reversed paid or agreed or promised to pay, conditionally or otherwise, any accounting accrualsbonus, extra compensation, pension or severance or vacation pay, to any employee, consultant, salesman, representative or agent of the CryoScience Business; (ixi) entered into instituted, settled or agreed to settle, or become the subject of or named in, any agreement litigation, action or arrangement prohibiting or restricting it from freely engaging in Proceeding before any business or otherwise restricting the conduct of its businessGovernmental Authority; (xj) entered into released or waived any material contract right or claim against any material transaction other than in the ordinary course of business or materially changed any of its business practicesPerson; or (xik) agreed or committed (orally or in writing) to do any of the foregoing.

Absence of Certain Developments. (a) Except for the distribution of the Long-Term Care Business and the Girling New York Business as expressly contemplated by this Agreement Section 7.12 or as set forth on the attached Developments ScheduleSchedule 4.9(a), since December 31, 20032012, neither (i) the Company nor any and the Company Subsidiaries have conducted their business in the Ordinary Course of its Subsidiaries hasBusiness and (ii) there has not been a Company Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.9(a), since December 31, 2012: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered there has not been any damage, destruction or casualty loss exceeding in the aggregate $250,000loss, whether or not covered by insurance, with respect to the property and assets of the Company or any Company Subsidiary having a replacement cost of more than $150,000 for any single loss or $300,000 for all such losses; (ii) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company or any Company Subsidiary of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or any Company Subsidiary, in each case, other than those fully paid in cash prior to the date hereof; (iii) neither the Company nor any Company Subsidiary has entered into any employment, consulting, deferred compensation, change in control, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Company Subsidiary’s directors, managers, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, agreement and/or arrangement made to, for or with such directors, managers, officers, employees, agents or representatives, except in each case, in the Ordinary Course of Business; (iv) there has not been any change by the Company or any Company Subsidiary in accounting or Tax reporting principles, methods or policies, other than changes required by GAAP; (v) neither the Company nor any Company Subsidiary has entered into any material transaction or Material Contract other than in the Ordinary Course of Business; (vi) neither the Company nor any Company Subsidiary has failed to promptly pay and discharge material current liabilities when due except where disputed in good faith; (vii) neither the Company nor any Company Subsidiary has made any loans, advances or capital contributions to, or investments in, any Person (other than reasonable and documented advances made in the Ordinary Course of Business to directors, officers, and employees for business expenses) or paid any fees or expenses to any Securityholder or any director, manager, officer, partner, stockholder or Affiliate of any Securityholder (other than as between the Company and the Company Subsidiaries or as between Company Subsidiaries); (viii) made neither the Company nor any change in Company Subsidiary has (A) mortgaged, pledged or subjected to any material method of accounting or accounting policies, Lien (other than those required by GAAP which have been disclosed in writing to the PurchasersPermitted Liens) any of its assets, or reversed (B) except in the Ordinary Course of Business, acquired any accounting accrualsassets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company; (ix) entered into neither the Company nor any agreement Company Subsidiary has canceled or arrangement prohibiting compromised any debt or restricting it from freely engaging claim or amended, canceled, terminated, relinquished, waived or released any Contract or right except in any business or otherwise restricting the conduct Ordinary Course of its businessBusiness and which, in the aggregate, would not be material to the Company; (x) entered into neither the Company nor any material contract Company Subsidiary has made or committed to make any material transaction other than capital expenditures or capital additions or betterments in excess of $150,000 individually or $300,000 in the ordinary course of business or materially changed any of its business practices; oraggregate; (xi) agreed neither the Company nor any Company Subsidiary has incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness in excess of $150,000 individually or $300,000 in the aggregate; (xii) neither the Company nor any Company Subsidiary has granted any license or sublicense of any rights under or with respect to any Intellectual Property of the Company or any Company Subsidiary, except in the Ordinary Course of Business; (xiii) neither the Company nor any Company Subsidiary has instituted any Legal Proceeding or settled any Legal Proceeding which would in the aggregate be material to the Company; and (xiv) neither the Company nor any Company Subsidiary has agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 4.9(a). (b) Except as set forth on Schedule 4.9(b), since the Balance Sheet Date, neither the Company nor any Company Subsidiary has taken or failed to take any action(s) that would be in contravention of the foregoingcovenants set forth in Sections 7.1(a) or 7.1(b).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 2.6, since December 31, 20032017, neither the Company nor any of its Subsidiaries has: no Material Adverse Effect shall have occurred. Except (i) issued any notes, bonds as set forth on Schedule 2.6 or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders in connection with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to process for the terms sale of the Restructuring Company and its Subsidiaries and ▇▇ ▇▇▇▇▇▇▇ or as contemplated by this Agreement, including Section 8.2(j) and 8.2(k), or purchasedsince December 31, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to 2017 until the terms date hereof, the businesses of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except APN Entities have been conducted only in the ordinary course of business consistent with past practice and other than in connection with the incurrence of the Senior Debt and the Senior Notes;no APN Entity has: (iva) made (i) sold, leased, assigned, licensed, disposed of or granted otherwise transferred any bonus of its material assets or any wage or salary increase to any employee or group portion thereof having a value in excess of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, $2,000,000 in the case of non-management employeesaggregate (excluding any Proprietary Rights), other than sales, leases, assignments, licenses, dispositions or transfers of finished goods inventory, obsolete assets or assets with no book value, in each case in the ordinary course of business)business consistent with past practice, (ii) purchased or made or granted otherwise acquired any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate assets with a purchase price in excess of $500,0002,000,000 in the aggregate (except for purchases of raw inventory in the ordinary course of business consistent with past practice), (iii) made any capital expenditures (except for capital expenditures which do not exceed $5,000,000 individually or in the aggregate or were made pursuant to Section 6.1(b)(2) or (iv) adopted a plan or agreement of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or material reorganization; (b) suffered any casualty loss, theft, damage or destruction of any tangible assets having a value in excess of $2,000,000 individually or in the aggregate, except for any fees and expenses relating to the Senior Debt and the Senior Notessuch casualty loss, theft, damage or destruction fully covered by insurance; (vic) delayed created, incurred, assumed or postponed guaranteed any Indebtedness outside the ordinary course of business involving more than $10,000,000 in the aggregate; (d) amended or authorized the amendment of any of its governing documents; (e) made any material change in its accounting or financial reporting methods or practices, except in so far as was required by a change in GAAP, including practices with respect to depreciation or amortization policies or rates and the payment of any accounts payable or commissions collection of accounts receivable, or taken any actions to accelerate sales into periods prior to the Closing that would otherwise reasonably have been expected to occur following the Closing; (f) made any loan to, or any acquisition of substantially all of the assets or equity of (including by merger or consolidation), any other Person, in each case involving a payment by such APN Entity in excess of $5,000,000 in the aggregate; (g) (i) granted or paid any increase in the compensation of or employee benefits payable to any of its current or former directors, officers or key employees, other than (A) ordinary course of business adjustments to compensation or benefits consistent with past practice, or (B) as required by applicable Law or the terms of any Employee Plan, (ii) granted, accelerated or modified the period of exercisability or vesting of equity compensation awards, (iii) established, adopted, entered into or amended any collective bargaining agreement or any other work rule or practice, (iv) hired or terminated (other than for cause) any employee, consultant or independent contractor having annualized base compensation greater than $200,000, (v) established, adopted, entered into, materially amended or terminated any material liability Employee Plan, except as required by applicable Law or obligation or agreed or negotiated with any party pursuant to extend the payment date terms of any accounts payable Employee Plan, or commissions (vi) granted any severance or termination pay to, or entered into any other severance agreement with, any director, officer, consultant or individual independent contractor; (h) sold, transferred or assigned or granted any license or sublicense under or with respect to any material liability Proprietary Rights owned by any APN Entity, except non-exclusive licenses or obligation or discounted any accounts or settlement receivables, other than sublicenses granted in the ordinary course of business consistent with past practice; (viii) suffered abandoned or failed to maintain any damageregistered or pending material Proprietary Rights owned by any APN Entity, destruction or casualty loss exceeding in failure to take or maintain reasonable measures to protect the aggregate $250,000, whether or not covered confidentiality of any material trade secret owned by insuranceany APN Entity; (viiij) made cancelled or taken any change action that would reasonably be expected to result in the non-renewal or lapse of any insurance coverage of the APN Entities set forth on Schedule 2.18; (k) cancelled or compromised any material method of accounting Action, or accounting policieswaived or released any material right, or instituted, settled or agreed to settle any Action, in each case, involving more than $500,000; (l) issued, granted, sold or otherwise permitted to become outstanding, acquired or pledged, or otherwise encumbered any equity interests, in each case, other than those required by GAAP which have been disclosed Permitted Liens or any Lien that will be discharged at Closing in writing to connection with the Purchasers, or reversed any accounting accrualsrepayment of the Closing Repaid Indebtedness; (ixm) entered into created or incurred any agreement Lien on any assets, in each case, other than Permitted Liens or arrangement prohibiting or restricting it from freely engaging any Lien that will be discharged at Closing in any business or otherwise restricting connection with the conduct repayment of its businessthe Closing Repaid Indebtedness; (xn) entered into any material contract or any material transaction other than except in the ordinary course of business consistent with past practice or extensions at the end of a term of a Contract in the ordinary course of business consistent with past practice: entered into, transferred or terminated (except for any termination upon expiration of a term in accordance with the terms and conditions thereof), or materially changed modified or amended, or waived any material obligation of its business practicesanother party under, any Material Contract (or any Contract that, if in effect on the date hereof would constitute a Material Contract); or (xio) agreed entered into any Contract with respect to, or otherwise irrevocably committed to do do, any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Section 6.7 of the attached Developments ScheduleCompany Disclosure Schedules, as otherwise contemplated by this Agreement, and other than in each case in the Ordinary Course of Business consistent with past practices, since December 31, 20032022, neither the Company nor any of its Subsidiaries hashas not: (ia) issued made any notesmaterial change in the Company’s cash management practices and its policies, bonds practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (b) paid any material obligation or other debt securities liability (other than in the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior NotesOrdinary Course of Business); (iic) declaredsold, set aside leased, assigned or made any payment or distribution of cash or other property to transferred any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined tangible assets, except in the Existing Operating Agreement and other than pursuant to the terms Ordinary Course of the Restructuring Agreement)Business, or purchased, redeemed canceled without fair consideration any debts or otherwise acquired any membership interests claims owing to or other equity securities (other than pursuant to the terms of the Restructuring Agreement)held by it; (iiid) sold, assigned, transferredlicensed, leasedsublicensed, licensed transferred or otherwise encumbered any of its material tangible assets Proprietary Rights or other intangible assets, or abandoned or permitted to lapse any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and Proprietary Rights that are material to the Senior Notesbusiness of the Company; (ive) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule andor, in the case of non-management officer employees, other than in the ordinary course of businessconsistent with past practice), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vf) made capital expenditures incurred any indebtedness or commitments therefor that aggregate in excess of $500,000incurred or become subject to any material liability, except for any fees current liabilities incurred in the Ordinary Course of Business and expenses relating to liabilities under contracts entered into in the Senior Debt and the Senior NotesOrdinary Course of Business; (vig) delayed suffered any extraordinary Losses or postponed the payment waived any rights of any accounts payable material value, whether or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than not in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (viih) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000loss, whether or not covered by insurance, to its property in excess of $10,000; (viiii) made any material capital expenditures; (j) made any material change in any material method of accounting or accounting policies, other than those required by GAAP which have been or disclosed in writing the notes to the Purchasers, Company P&L or reversed any accounting accrualsthe Company Balance Sheet; (ixk) entered entry into any agreement or arrangement prohibiting or restricting it from freely engaging in any a new line of business or otherwise restricting the conduct abandonment or discontinuance of its existing lines of business; (xl) entered into, materially amended or terminated any Material Contract or any government license or permit or taken any other action or entered into any material contract or any material other transaction other than in the ordinary course Ordinary Course of business Business; (m) imposed any Encumbrance upon any of the Company’s properties, securities or assets, tangible or intangible; (n) adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law; (o) purchased, leased or acquired the right to own, use or lease any property or assets for an amount in excess of $20,000, individually (in the case of a Lease, per annum) or $50,000 in the aggregate (in the case of a Lease, for the entire term of the Lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (p) acquired by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business, any Person, or any division thereof; (q) made, changed or rescinded any Tax election made by the Company, amended any tax return of the Company or took any position on any tax return of the Company, took any action, omitted to take any action or entered into any other transaction that would have the effect of increasing the Tax liability required to be paid by the Company other than as contemplated in this Agreement or as required by Law; or (r) entered into any other material transaction, other than in the Ordinary Course of Business, or materially changed any of its business practices; or (xi) agreed to do any of the foregoingpractice.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleAgreement, since December 31, 20032016, neither (i) the Company nor any has not suffered a Material Adverse Effect, (ii) the Company has conducted its business in the Ordinary Course of its Subsidiaries hasBusiness and (ii) the Company has not: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (viia) suffered any theft, damage, destruction or casualty loss exceeding in excess of $250,000.00 to any of the aggregate $250,000Purchased Assets, whether or not covered by insurance; (viiib) made any change in experienced any material method labor dispute; (c) subjected any portion of accounting the Purchased Assets to any Lien other than a Permitted Encumbrance; (d) sold, leased, licensed assigned or accounting policiestransferred any material Purchased Assets (including Business Intellectual Property), or waived or canceled any material debts or claims owing to or held by it, other than those required by GAAP which have been disclosed sales of inventory, non-exclusive licenses of Intellectual Property and disposals of obsolete Inventory or Equipment, in writing to each case in the Purchasers, or reversed any accounting accrualsOrdinary Course of Business; (ixe) entered into into, amended or terminated any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction Assumed Contract other than in the ordinary course Ordinary Course of Business; (f) received written notice that any Material Customer or Material Supplier will stop or decrease materially the business done with the Company, or materially changed experienced an actual, or to the Company’s Knowledge, threatened material dispute with any Material Customer or Material Supplier; (g) instituted or settled any claim or lawsuit involving equitable or injunctive relief, or damages or payments of more than $250,000.00 in the aggregate; (h) offered discounts on any of its products or any promotions, rebates, coupons or special offers with respect to any of its products with terms and conditions that differ in material respects from the terms and conditions previously offered by the Company with respect to the Business, other than in the Ordinary Course of Business; (i) changed the pricing of any of its products (including changing any material terms and conditions that are ancillary to and impact the aggregate price paid for any of its products) in any material respect, other than in the Ordinary Course of Business; (j) acquired any other business practicesor entity (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by purchase of assets or stock, or acquired any other material assets other than in the Ordinary Course of Business; or (xik) committed or agreed to do any of the foregoingforegoing in any manner that would be legally enforceable.

Absence of Certain Developments. Except as set forth in Section 4.06 of the Disclosure Schedule, or except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleAgreement, since December 31, 2003, neither the Company nor any date of its Subsidiaries hasthe Latest Balance Sheet: (ia) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of Company has conducted its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (viib) suffered there has not been any damage, destruction or casualty loss exceeding in the aggregate $250,000loss, whether or not covered by insurance, with respect to the property and assets of the Company having a replacement cost of more than $25,000 for any single loss; (viiic) made any change in there has not been any material method of change by the Company in accounting or accounting Tax reporting principles, methods or policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ixd) the Company has not entered into any agreement transaction or arrangement prohibiting contract or restricting it from freely engaging in incurred any business obligation or otherwise restricting liability involving the conduct expenditure of its businessmore than $25,000; (xe) entered into the Company has not acquired any material assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any of its assets for which the aggregate consideration paid or payable in any individual transaction was in excess of $25,000; (f) the Company has not cancelled or compromised any debt or claim with a value, individually or in the aggregate, exceeding $25,000 or amended, cancelled, terminated, relinquished, waived or released any contract or right involving the expenditure of more than $25,000; (g) the Company has not made or committed to make any material transaction capital expenditures or capital additions in excess of $25,000; (h) the Company has not instituted or settled any legal proceeding in which equitable relief was sought or in which claimed damages exceeded $25,000; (i) the Company has not amended any Plan or established any new employee benefit plan; (j) there have been no labor strikes, work stoppages or lockouts against the Company; (k) the Company has not received any notice of termination of any Significant Contract; (l) there has not been a Material Adverse Effect; (m) the Company has not hired any new employee whose salary is accounted for as an indirect expense; (n) the Company has not mortgaged, pledged or subjected to any Lien, any portion of its assets, except for Permitted Liens; (o) the Company has not sold, assigned or transferred any Company Intellectual Property; (p) the Company has not issued, sold or transferred any of its capital stock or other than equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; (q) the Company has not made any loan to any other Person, except in the ordinary course of business business; (r) the Company has not declared, set aside, or materially changed paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its business practicescapital stock; (s) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees; (t) the Company has not entered into any employment contract or consulting or independent contractor agreement with payments exceeding $25,000 per year or any collective bargaining agreement, or modified the terms of any such existing contract or agreement; or (xiu) agreed to do the Company has not made any other material change in employment terms (including compensation) for any of its directors or officers or for any employees having employment contracts with annual payments exceeding $25,000 per year (except for the foregoinggrant and payment of any bonuses in connection with the consummation of the transactions contemplated by this Agreement).

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments Schedule, since Since December 31, 20031995 (or June 30, neither 1996, with respect to subsections (j), (k) or (p) of this Section 4.09), the Company nor any of its Subsidiaries hasSeller has not, with respect to ▇▇▇▇▇▇▇: (ia) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount or issued any debt securities or incurred or become subject to any liability or obligation except (other than i) normal trade or business obligations or liabilities incurred in the Senior Debt ordinary course of business the performance of which will not, individually or in the aggregate, have a material adverse effect on the financial condition or the results of operations of ▇▇▇▇▇▇▇; and (ii) liabilities or obligations under Contracts entered into in the ordinary course of business the performance of which will not individually or in the aggregate have a material adverse effect on the financial condition or the results of operations of ▇▇▇▇▇▇▇; (b) subjected any of the Assets to any Lien except (i) Liens for taxes not yet due and payable, (ii) Liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers, materialmen and the Senior Noteslike or (iii) Liens in respect of pledges or deposits under workers' compensation laws (the Liens referred to in the foregoing clauses (i), (ii) and (iii) being hereinafter referred to as "Permitted Liens"); (iic) declared, set aside discharged or made satisfied any payment Lien or distribution of cash or other property to paid any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (liability other than Permitted Tax Distributions as defined current liabilities paid in the Existing Operating Agreement and other than pursuant to the terms ordinary course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)business; (iiid) sold, assigned, transferred, leased, licensed or otherwise encumbered transferred (including, without limitation, transfers to any employees, affiliates or shareholders) any tangible assets of its material tangible assets business or canceled any Intellectual Property Rightsdebts or claims, in each case, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesbusiness; (ive) made sold, assigned, licensed or granted otherwise transferred any bonus rights in or any wage or salary increase to any employee or group of employees (the ▇▇▇▇▇▇▇ Technology, except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vf) made capital expenditures disclosed to any person, other than under non-disclosure agreements identified in Schedule 4.09(f) of the Disclosure Schedule attached hereto, any proprietary confidential information of its business or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating otherwise related to the Senior Debt and the Senior NotesAssets; (vig) delayed or postponed the payment of waived any accounts payable or commissions debts owing to it or any other rights of material liability value or obligation suffered any extraordinary losses or agreed adverse changes in collection loss experience, whether or negotiated not in the ordinary course of business or consistent with any party to extend the payment date of any accounts payable or commissions or past practice; (h) taken any other material liability action or obligation or discounted entered into any accounts or settlement receivables, other transaction other than in the ordinary course of business consistent and in accordance with past custom and practice; (viii) suffered any theft, damage, destruction or casualty loss exceeding of or to any property or properties owned or used by it in the aggregate $250,000connection with its business, whether or not covered by insurance; (viiij) made any change in the compensation arrangement or agreement with any material method employee (other than the adoption of accounting retention bonus plan shown on Schedule J) or accounting policiesmade or granted any increase in any employee benefit plan, or amended or terminated any existing employee benefit plan, or adopted any new employee benefit plan or made any commitment or incurred any liability to any labor organization; (k) terminated the employment of any key employee or received any notice of any impending resignation by any such person; (l) made any loans or advances to, or guarantees for the benefit of, any person; (m) made any modification, waiver, change, amendment, release, rescission, accord and satisfaction or termination of, or with respect to, any term, condition or provision of any Contract, other than those required by GAAP which have been disclosed in writing to accordance with the Purchasers, terms thereof or reversed any accounting accrualsin the usual and ordinary course of business and consistent with prior practice; (ixn) suffered any labor disputes or disturbances including, without limitations, the filing of any petition or charge of unfair labor practices with the National Labor Relations Board; (o) suffered any material adverse change in its business, operations, properties, assets or condition, or its relationships with its suppliers, customers or employees; (p) entered into or modified any compensation agreement or arrangement with any consultants; (q) disposed of, abandoned or disclosed any ▇▇▇▇▇▇▇ Technology; or (r) entered into any agreement contract, agreement, understanding or arrangement prohibiting other commitment to do or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed undertake to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in Section 4.10 of the attached Developments Seller Disclosure Schedule, since December 31June 30, 20032008, neither the Company Seller, AFT nor any Acquired Company has: (a) suffered any change or suffered any theft, damage, destruction or casualty loss to its assets, whether or not covered by insurance that has had a Material Adverse Effect; (b) except for the transfer of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than assets contemplated by the Senior Debt Seller Business Transfer and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertibleAFT Business Transfer, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed leased or otherwise encumbered transferred any of its material tangible assets or any Intellectual Property Rightsassets, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; practices; (viic) suffered except in connection with the transfer of assets contemplated by the Seller Business Transfer and the AFT Business Transfer, permitted any damageof its shares or the Membership Interests to be sold, destruction redeemed or casualty loss exceeding transferred; (d) permitted any of its assets, shares or the Membership Interests to become subject to any lien, security interest or other encumbrance of any kind or nature; (e) except in connection with the aggregate $250,000transfer of assets contemplated by the Seller Business Transfer and the AFT Business Transfer, whether issued additional shares or not covered by insurance; (viii) made any change participated in any merger or plan of share exchange; (f) entered into, amended, waived any material method of accounting right under or accounting policiesterminated any contract, other than those required by GAAP which have been disclosed in writing lease, instrument, license or permit relating to the Purchasersits Business, customers or creditors, or reversed taken any accounting accruals; (ix) other action or entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material other transaction other than except in the ordinary course of business consistent with past practices; (g) hired or materially changed terminated any of its employees, except for cause or in the ordinary course of business; (h) paid, declared or accrued any bonuses, increases in salaries or compensation for services, except in the ordinary course of business consistent with past practices; or (xii) agreed incurred any Indebtedness or otherwise made any loans or advances to, or guarantee for the benefit of, or extended any credit or granted any discounts to, any person or entity; (j) except for the transfer of assets contemplated by the Seller Business Transfer and the AFT Business Transfer and matters pertaining thereto, engaged in any transaction with any related party, Insider or Affiliate, except in the ordinary course of business; (k) except for the transfer of assets contemplated by the Seller Business Transfer and the AFT Business Transfer and matters pertaining thereto, made any distributions or paid any dividends with respect to the membership interests of any Acquired Company or made any other distributions; (l) made or committed to any capital expenditure which for any individual item represents an amount greater than $25,000; or (m) committed to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Since the attached Developments Scheduledate of the Latest Balance Sheet, since December 31, 2003, neither the Company nor any of its Subsidiaries hasSeller has not: (i1) issued any notes, bonds borrowed or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed agreed to borrow any amount (other than or incurred or become subject to any material liabilities, except current liabilities incurred in the Senior Debt ordinary course of business and liabilities under contracts entered into in the Senior Notes)ordinary course of business; (ii2) declareddischarged or satisfied, set aside or made agreed to discharge or satisfy, any payment material lien or distribution of cash encumbrance or other property to paid any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (material liability, other than Permitted Tax Distributions as defined current liabilities paid in the Existing Operating Agreement and other than pursuant to the terms ordinary course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)business; (iii3) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of the Purchased Assets, except liens for current property taxes not yet due and payable; (4) sold, assigned, assigned or transferred, leasedor agreed to do so, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rightsthe Purchased Assets, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesor canceled without fair consideration any material debts or claims owing to or held by it; (iv5) sold, assigned, transferred, abandoned or permitted to lapse any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, or disclosed any material proprietary confidential information to any person; (6) made or granted granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangementarrangement (except in accordance with past custom and practice), or amended in any material respect or terminated terminated, or agreed to terminate or amend, any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v7) made made, or agreed to make, any capital expenditures or capital commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes10,000 without Purchaser's prior written approval; (vi8) made, or agreed to make, any loans or advances to, or guarantees for the benefit of, any persons; (9) delayed suffered any extraordinary losses or postponed waived any rights of material value with respect to the payment Purchased Assets or the Assumed Liabilities, whether or not in the ordinary course of any accounts payable business or commissions consistent with past practice; (10) entered into, or agreed to enter into, any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, transaction other than in the ordinary course of business consistent with past practicebusiness; (vii11) made, or agreed to make, any charitable contributions or pledges other than in accordance with past practices and in excess of $5,000 in the aggregate; (12) suffered any damage, destruction or casualty loss exceeding in to the aggregate $250,000Purchased Assets, whether or not covered by insurance; (viii13) made any purchase commitment of services or goods in excess of the then current market price therefor or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in any material method of accounting its selling, pricing, advertising or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any personnel practice inconsistent with its prior practice and prudent business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than practices prevailing in the ordinary course of business or materially changed any of its business practicesindustry; or (xi14) made, or agreed to do make, any declaration or payment to its stockholder of the foregoingany non-cash dividend or other non-cash distribution in respect to its stock.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached ------------------------------- "Developments Schedule" attached hereto and except as expressly contemplated by --------------------- this Agreement, since December 31June 30, 20031999, neither the Company nor any of its Subsidiaries has: (ia) issued suffered any notes, bonds or other debt securities change (other than a change generally affecting companies having similar lines of business as the Senior Debt Company) that has had or could reasonably be expected to have a Material Adverse Effect or suffered any theft, damage, destruction or casualty loss in excess of $50,000, to its assets, whether or not covered by insurance or suffered any substantial destruction of the its books and the Senior Notesrecords; (b) redeemed or repurchased, directly or indirectly, any membership interests Partnership Interests or declared, set aside or paid any dividends or made any other equity securities distributions (whether in cash or in kind) with respect to any Partnership Interests; (c) issued, sold or transferred any Partnership Interests, or any securities or rights convertible, exchangeable or exercisable into any membership interests Partnership Interests or other equity securities securities, or borrowed warrants, options or other rights to acquire Partnership Interests or any amount kind of equity interest in the Company or its Subsidiaries; (other than d) incurred or become subject to any liabilities, except liabilities incurred in the Senior Debt and Ordinary Course of Business or contemplated by this Agreement; (e) subjected any portion of its properties or assets to any Lien (except Permitted Encumbrances or those arising in the Senior NotesOrdinary Course of Business); (iif) declaredsold, set aside leased, assigned or transferred (including, without limitation, transfers to any Seller or any Insider) a portion of its tangible assets that are material to the Company, except for sales of inventory or leases, rentals, assignments or transfers made in the Ordinary Course of Business, or canceled without fair consideration any payment material debts or distribution of cash claims owing to or other property held by it; (g) sold, assigned, licensed or transferred (including, without limitation, transfers to any Seller or any Insider) any Proprietary Rights owned by, issued to or licensed to the Company or any of its members Subsidiaries (except for transactions contemplated by this Agreement) or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired disclosed any membership interests or other equity securities confidential information (other than pursuant to agreements requiring the terms disclosure to maintain the confidentiality of and preserving all rights of the Restructuring AgreementCompany and its Subsidiaries in such confidential information) or to its Knowledge, received any confidential information of any third party in violation of any obligation of confidentiality binding upon the Company; (h) suffered any extraordinary losses or waived any rights of material value; (i) incurred any indebtedness for borrowed money (other than indebtedness to finance its working capital needs); (iiij) soldentered into, assignedamended or terminated any material lease, transferredcontract, leasedagreement or commitment, licensed or otherwise encumbered entered into any of its material tangible assets or any Intellectual Property Rightsother transaction, except in the ordinary course of business and other than in connection with the incurrence Ordinary Course of the Senior Debt and the Senior NotesBusiness or as contemplated under this Agreement; (ivk) entered into any other material transaction, or materially changed any fundamental business practice; (l) made or granted any bonus or any wage wage, salary or salary compensation increase to any director, officer, employee or sales representative, group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or consultant or made or granted any material increase in any employee benefit plan or arrangement, in each case, other than in the Ordinary Course of Business, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vm) made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (n) incurred material inter-company charges or conducted its cash management customs and practices, in each case, other than in the Ordinary Course of Business (including, without limitation, with respect to collection of accounts receivable, purchases of inventory and supplies, repairs and maintenance, and payment of accounts payable and accrued expenses); (o) made any capital expenditures or commitments therefor for capital expenditures that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes150,000; (vip) delayed made any loans or postponed advances to, or guarantees for the payment of benefit of, any accounts payable Persons; (q) made charitable contributions or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablespledges, in each case other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness or those that do not in the aggregate exceed $20,000; (viir) suffered changed (or authorized any damagechange) in its certificate of limited partnership, destruction Partnership Agreement, articles of incorporation or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practicesby-laws; or (xis) agreed or committed to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by ------------------------------- this Agreement or as set forth on the attached Developments Schedule, since December 31the --------------------- date of the Latest Balance Sheet, 2003, neither the Company nor any of its Subsidiaries hasZecal has not: (ia) issued any notesmortgaged, bonds pledged or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or Purchased Assets (including, without limitation, any Intellectual Property Rights) or subjected any of them to any Lien, except for any Permitted Liens; (b) sold, leased, assigned, licensed or transferred (including, without limitation, transfers to stockholders or any employees or Affiliates of any of the HTI Companies) any of the Purchased Assets (including, without limitation, any Intellectual Property Rights) except in the ordinary course of its business and other than in connection with the incurrence of the Senior Debt and the Senior Notesor canceled any material debts or claims owing to or held by it; (ivc) made or granted disclosed any bonus or any wage or salary increase material proprietary confidential information to any employee Person or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, abandoned or permitted to lapse any Intellectual Property Rights or other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementintangible asset; (vd) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes25,000; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (viie) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,00025,000 to tangible assets constituting part of the Purchased Assets, whether or not covered by insurance; (viiif) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ixg) entered into any written or oral employment or consulting contract (other than any contract for employment at will) or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan, incentive arrangement or other benefit covering any of the employees of Zecal or adopted any new employee benefit plan, incentive arrangement or other benefit covering any of the employees of Zecal or, except in the ordinary course of business consistent with past custom and practice, changed the employment terms for any employee or agent or made or granted any bonus or any wage, salary or compensation increase to any director, officer, employee or sales representative, group of employees or consultant; (h) entered into any contract, agreement or arrangement out of the ordinary course of business or prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (xi) bought or sold any assets (tangible or intangible) other than in the ordinary course of business consistent with past practice; (j) entered into any material contract or any material transaction other transaction, other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business or materially changed any business practice; (k) made or resolved to make any distribution of its business practicesall or any portion of Zecal's capital stock; or (xil) agreed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except Since December 31, 1999, each of the IPG Entities has conducted its business only in the ordinary course consistent with past practice and, except in connection with or as expressly a result of the transactions contemplated by in this Agreement (including the Restructuring) or as set forth on in Section 2.8 of the attached Developments Disclosure Schedule, since December 31, 2003, neither the Company nor any of its Subsidiaries hasthere has not been: (ia) issued any noteschange in the assets, bonds liabilities, condition (financial or other debt securities (other than the Senior Debt and the Senior Notes) other), properties, business, operations or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution prospects of cash or other property to any of its members the IPG Entities, which change by itself or stockholders in conjunction with respect to all other such member’s changes, whether or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except not arising in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesbusiness, has had or would be reasonably likely to have a Material Adverse Effect; (ivb) made any mortgage, encumbrance or granted lien placed on any bonus of the properties of any of the IPG Entities, other than statutory and purchase money liens and security interests and liens for taxes not yet due and payable; (c) any purchase, sale or other disposition, or any wage agreement or salary increase to other arrangement for the material purchase, sale or other disposition, of any employee properties or group assets by any of employees the IPG Entities, including any of its Intellectual Property Assets (except as required by pre-existing contracts described on defined below), involving the attached Contracts Schedule and, in the case payment or receipt of non-management employeesmore than $100,000, other than in the ordinary course of business); (d) any damage, destruction or loss, (whether or not covered by insurance) having a Material Adverse Effect; (e) any declaration, or made payment of any dividend by any of the IPG Entities, or granted the making of any other distribution in respect of the capital stock of any of the IPG Entities, or any direct or indirect redemption, purchase or other acquisition by any of the IPG Entities of its own capital stock; (f) any labor trouble or claim of unfair labor practices involving any of the IPG Entities, any material increase change in the compensation payable or to become payable by any of the IPG Entities to any of its officers or employees other than normal merit increases to employees in accordance with its usual practices, or any bonus payment or arrangement made to or with any of such officers or employees or any establishment or creation of any employment, deferred compensation or severance arrangement or employee benefit plan with respect to such persons or arrangementthe amendment of any of the foregoing except for purposes of compliance with the Code (as defined below) or ERISA (as defined below), any applicable foreign tax or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementbenefits law; (vg) made capital expenditures any resignation, termination or commitments therefor that aggregate removal of any executive officer of any of the IPG Entities or material loss of personnel of any of the IPG Entities or material change in excess the terms and conditions of $500,000, except for the employment of any fees and expenses relating to of the Senior Debt and the Senior NotesIPG Entities' officers or key personnel; (vih) delayed any payment or postponed discharge of a material lien or liability of any of the payment IPG Entities which was not shown on the audited balance sheet of the Company as of December 31, 1999 or incurred in the ordinary course of business, consistent with past practice, thereafter; (i) any contingent liability incurred by any of the IPG Entities as guarantor or otherwise with respect to the obligations of others or any cancellation of any material debt or claim owing to, or waiver of any material right of, any of the IPG Entities, including any write-off or compromise of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, receivable other than in the ordinary course of business consistent with past practice; (viij) suffered any damageobligation or liability incurred by any of the IPG Entities to any of its officers, destruction directors, stockholders or casualty loss exceeding in employees, or any loans or advances made by any of the aggregate $250,000IPG Entities to any of its officers, whether directors, stockholders or not covered by insuranceemployees, except normal compensation and expense allowances payable to officers or employees; (viiik) made any material change in any material method of accounting methods or accounting practices, collection policies, other than those required by GAAP which have been disclosed in writing to pricing policies or payment policies of any of the Purchasers, or reversed any accounting accrualsIPG Entities; (ixl) entered into any agreement loss, or arrangement prohibiting any known development that could reasonably be expected to result in a loss, of any material supplier, customer, distributor or restricting it from freely engaging in account of any business or otherwise restricting of the conduct of its businessIPG Entities; (xm) entered into any amendment or termination of any material contract or agreement to which any of the IPG Entities is a party or by which it is bound; (n) any arrangements relating to any royalty or similar payment based on the revenues, profits or sales volume of any of the IPG Entities, whether as part of the terms of any of the IPG Entities' capital stock or by any separate agreement; (o) any transaction or agreement involving fixed price terms or fixed volume arrangements; (p) any other material transaction entered into by any of the IPG Entities other than transactions in the ordinary course of business consistent with past practice; (q) except as provided in this Agreement, any amendment to the Company's certificate of incorporation or materially changed any of its business practicesby-laws or the Organization Documents from the certified copies thereof provided to the Investors; or (xir) agreed to do any agreement or understanding whether in writing or otherwise, for any of the foregoingIPG Entities to take any of the actions specified in paragraphs (a) through (q) above.

Absence of Certain Developments. Except as expressly Since the Balance Sheet Date to and including the Agreement Date, except in connection with (a) the authorization, preparation, negotiation, execution or performance of this Agreement, the Transaction Documents and the consummation of the transactions contemplated by this Agreement hereby and thereby or (b) as set forth on Schedule 3.13, (x) the attached Developments Schedule, since December 31, 2003, neither the Company nor any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined Group Companies have operated in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its all material tangible assets or any Intellectual Property Rights, except respects in the ordinary course of business (except for taking such actions as were required to comply with COVID-19 Measures), (y) there has been no Company Material Adverse Effect and other than in connection with (z) the incurrence Group Companies have not taken any of the Senior Debt and the Senior Notesfollowing actions: (a) cancelled any third party debt owed to such Group Company; (ivb) (i) made any loans, advances or granted capital contributions to or investments in any bonus or any wage or salary increase to any employee or group of employees Person (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, for travel or other than expense advances made in the ordinary course of business), ) or made or granted (ii) purchased debt securities of any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementother Person; (vc) made capital expenditures acquired or commitments therefor that aggregate in excess agreed to acquire by merging or consolidating with, or by purchasing a substantial portion of $500,000the assets of, except for or by any fees and expenses relating to the Senior Debt and the Senior Notesother manner, directly or indirectly, any Person or division thereof or equity interest therein; (vid) delayed sold, leased, licensed, transferred or postponed the payment otherwise disposed of or created, incurred, encumbered or subjected to any accounts payable Lien (other than Permitted Liens) any of its material properties, equity interests or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablesAssets, other than obsolete or unsalable Assets or Assets with de minimis or no book value, and other than non-exclusive licenses of Intellectual Property in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (xe) made or agreed to make any material capital expenditures outside of the ordinary course of business; (f) made any material change to its accounting methods, principles or practices, except as required by GAAP or applicable Laws; (g) discontinued any material line of business or dissolved or wound up such Group Company; (h) settled any Proceeding; (i) suffered any complete loss or destruction or material damage to any material Asset of such Group Company; (j) except as required by applicable Law, made or changed any material Tax election, changed an annual Tax accounting period, adopted or changed any material Tax accounting method, filed any amended material Tax Return, entered into any material contract closing agreement (as described under Section 7121 of the Code) with respect to any Tax, settled any Tax claim or assessment relating to such Group Company, surrendered any material transaction right to claim a refund of Taxes, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to such Group Company; (k) terminated, materially modified or cancelled any Contract which, if in full force and effect on the Agreement Date, would be considered a “Material Contract” hereunder; (l) materially increased the base compensation or materially changed the employment or service terms of any director, officer, employee, consultant or other than service provider of any Group Company outside the ordinary course of business; (m) adopted, materially amended or terminated any bonus, profit sharing, incentive, severance or other Company Plan, except (i) as expressly contemplated by Section 6.10, (ii) as required by applicable Laws, or (iii) amendment or termination of employment agreements or offer letters in the ordinary course of business or materially changed any of its business practicesbusiness; or (xin) agreed entered into any Contract with respect to, or committed to do any Person to take, any of the foregoingforegoing actions.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 4.8, since December 31, 2003the Last Audited Fiscal Year End: (a) except for the Excluded Assets, neither the Company Seller nor any Company has sold, leased, transferred or assigned any of its Subsidiaries has:the assets of any Company, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) no Company has entered into any Contract (or series of related Contracts) involving more than $[*] that is outside the Ordinary Course of Business; [*] Please refer to footnote 1 on page 1 of this Exhibit 2.4 (c) no Person (including Seller or any Company) has accelerated, suspended, terminated, modified or canceled any Contract (or series of related Contracts) involving more than $[*] to which any Company is a party or by which it is bound; (d) other than in the Ordinary Course of Business, no Encumbrance has been imposed on any asset of any Company; (e) no Company has made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business or made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans and acquisitions); (f) other than advances on existing credit facilities in the Ordinary Course of Business, no Company has created, incurred, assumed or guaranteed any Indebtedness; (g) no Company has delayed, postponed or accelerated the payment of accounts payable or other liabilities or the receipt of any accounts receivable except in the Ordinary course of Business; (h) no Company has canceled, compromised, waived or released any material right or claim (or series of related rights or claims) except in the Ordinary Course of Business; (i) issued there has been no change made, or authorized to be made, in the Organizational Documents of any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Company; (iij) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered no Company has experienced any damage, destruction or casualty loss exceeding in the aggregate $250,000, (whether or not covered by insurance) in excess of $[*] in the aggregate to its property; (viiik) no Company has made any loan to, or entered into any other transaction with, any Seller, any Business Employee or any Company’s directors, officers, employees or independent contractors, or any Affiliate of the foregoing, other than such loans made to independent contractor drivers in the Ordinary Course of Business with an aggregate principal balance of less than $[*]; (l) no Company has entered into any Plan or any other employment, consulting, severance, retention, change in control or indemnification agreements, or entered into, or become bound by, any collective bargaining agreement or other obligation to any labor organization or employee representative, in each case, whether written or oral, or modified the terms of any such existing agreement except as required by applicable Law and there has not been any material labor trouble, work stoppages, strikes or threats thereof; (m) no Company has made any change in accounting principles or practices from those utilized in the preparation of the Annual Financial Statements; (n) to Seller’s Knowledge, no complaint or investigation against any material Company has been commenced by any Governmental Entity and no other event has occurred which calls into question any Governmental Authorization necessary for such Company to conduct the Business in accordance with past practices and to own and operate such Company’s assets; [*] Please refer to footnote 1 on page 1 of this Exhibit 2.4 (o) there has been no increase to the salary, wage or other compensation or level of benefits payable or to become payable by any Company to any of its officers, managers, directors, Business Employees, agents or Independent Contractors (including any Seller) except in the Ordinary Course of Business to Business Employees or Independent Contracts that are not officers or directors of any Company; (p) no Material Adverse Effect has occurred; (q) no Company has received any notice from any customer, supplier, Governmental Entity or any other Person, the result of which could reasonably be expected to materially impact the Business; (r) no Company has issued, sold or otherwise disposed of any of its Ownership Interests, or granted any Ownership Interests, including any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its Ownership Interests; (s) no Company has (i) made any settlement of or compromised any Tax liability, changed or revoked any Tax election or Tax method of accounting accounting, made any new Tax election or accounting policiesadopted any new Tax method of accounting; (ii) surrendered any right to claim a refund of Taxes; (iii) consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment; or (iv) taken any other action that would have the effect of increasing the Tax liability of any Company for any period (or portion thereof) beginning after the Closing Date; (t) no Company has declared, set aside or paid any dividend or made any distribution with respect to its Ownership Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Ownership Interests or split, combined or reclassified any of its Ownership Interests; (u) except as part of the requirements of the Closing, no Company has discharged or satisfied any Encumbrance or paid any liability, other than those required by GAAP which have been disclosed current liabilities paid in writing to the Purchasers, or reversed any accounting accrualsOrdinary Course of Business; (ixv) entered into except as required by applicable Law, no Company has adopted or terminated or made any agreement amendment or arrangement prohibiting modification to any Plans; (w) no Company has taken any action outside of the Ordinary Course of Business, except for actions explicitly permitted or restricting it from freely engaging in any business or otherwise restricting the conduct of its business;required by this Agreement; and (x) entered into neither Seller nor any material contract Company has committed or any material transaction other than agreed (in the ordinary course of business writing or materially changed any of its business practices; or (xiotherwise) agreed to do take any of the foregoingactions described in this Section 4.8.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or Since November 30, 2001, except as set forth in the Disclosure Schedule, each Acquired Company has conducted its business only in the ordinary course of business and no Acquired Company has, except where such action or event would not reasonably be expected to have a Material Adverse Effect on the attached Developments ScheduleAcquired Companies, since December 31, 2003, neither the Company nor any of its Subsidiaries hastaken as a whole: (ia) issued any notesstock, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity corporate securities or any securities right, options or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)warrants with respect thereto; (iib) declaredborrowed any amount, set aside obtained any letters of credit or incurred or become subject to any Liabilities except Liabilities incurred in the ordinary course of business consistent with past practices; (c) discharged or satisfied any Lien or paid any obligation or Liability, other than current Liabilities paid in the ordinary course of business and other than current federal income tax liabilities; (d) declared or made any payment or distribution of cash or other property to shareholders with respect to its stock, or purchased or redeemed any shares of its capital stock; (e) mortgaged or pledged any of its members assets or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement)properties, or purchasedsubjected them to any Lien, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)except Liens for current property taxes not yet due and payable; (iiif) sold, assigned, transferred, leased, licensed subleased, assigned or otherwise encumbered transferred any of its material tangible assets or any Intellectual Property Rightsproperties, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practices, or canceled any debts or claims; (g) made any changes in any employee compensation, severance or termination agreement, commitment or transaction other than routine salary increases consistent with past practice; (viih) entered into any material transaction or modified any existing transaction (the aggregate consideration for which is in excess of $100,000); (i) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000loss, whether or not covered by insurance, in excess of $100,000; (viiij) made any change in any material method of accounting capital expenditures, additions or accounting policiesimprovements or commitments for the same, other than except those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than made in the ordinary course of business which in the aggregate do not exceed $100,000; (k) entered into any transaction or materially changed conducted business operations, including the incurrence of any Indebtedness, outside the ordinary course of its business or inconsistent with its past practices; (l) made any change in its accounting methods or practices or ceased making accruals for taxes, obsolete inventory, doubtful or uncollectible accounts, vacation and other customary accruals consistent with its past practices; (m) ceased reserving cash to pay taxes, principal and interest on borrowed funds, and other customary expenses and payments; (n) caused to be made any reevaluation of any of its assets or properties; (o) caused to be entered into any amendment or termination of any material lease, customer or supplier contract or other material contract or agreement to which it is a party; (p) made any material change in any of its business practicespolicies, including, without limitation, advertising, distributing, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition or sale policies; (q) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to its business or its financial condition; (r) permitted to occur or be made any other event or condition of any character which has had, or could reasonably be expected to result in, a Material Adverse Effect on the Acquired Companies taken as a whole; (s) waived any rights material to its business or its financial condition; (t) made any illegal payment or rebates; or (xiu) agreed entered into any agreement to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on in the attached "Developments Schedule" attached hereto as Schedule 3.7 or as otherwise contemplated hereby, since December 31the date of the Latest Balance Sheet, 2003, neither the Company nor any of its Subsidiaries hasSeller has not: (ia) issued any notes, bonds borrowed or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed agreed to borrow any amount (other than or incurred or become subject to any material liabilities, except current liabilities incurred in the Senior Debt ordinary course of business and liabilities under contracts entered into in the Senior Notes)ordinary course of business; (iib) declareddischarged or satisfied, set aside or made agreed to discharge or satisfy, any payment material lien or distribution of cash encumbrance or other property to paid any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (material liability, other than Permitted Tax Distributions as defined current liabilities paid in the Existing Operating Agreement and other than pursuant to the terms ordinary course of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)business; (iiic) mortgaged, pledged or subjected to any lien, charge or any other encumbrance, any portion of the Purchased Assets, except liens for current property taxes not yet due and payable; (d) sold, assigned or transferred, or agreed to do so, any of the Purchased Assets, except in the ordinary course of business, or canceled without fair consideration any material debts or claims owing to or held by it; (e) sold, assigned, transferred, leasedabandoned or permitted to lapse any patents, licensed trademarks, trade names, copyrights, trade secrets or otherwise encumbered other intangible assets, or disclosed any of its material tangible assets or proprietary confidential information to any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesperson; (ivf) made or granted granted, or agreed to make or grant, any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangementarrangement (except, in each case, in accordance with past custom and practice), or amended in any material respect or terminated terminated, or agreed to amend or terminate, any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vg) made made, or agreed to make, any capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes10,000; (vih) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation made, or agreed to make, any loans or negotiated with advances to, or guaranties for the benefit of, any party to extend the payment date persons; (i) suffered any extraordinary losses or waived any rights of any accounts payable material value, whether or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than not in the ordinary course of business or consistent with past practice; (viij) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasersentered into, or reversed agreed to enter into, any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any other material transaction other than in the ordinary course of business business; (k) made, or materially changed agreed to make, any charitable contributions or pledges in excess of $1,000; (l) made any purchase commitment in excess of the normal, ordinary and usual requirements of its business practicesor at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry, or made any change in its selling, pricing, advertising or personnel practices inconsistent with its prior practices and prudent business practices prevailing in the industry; or (xim) agreed suffered any material damage, destruction or casualty loss to do any of the foregoingPurchased Assets, whether or not covered by insurance.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 3.8 of the attached Developments Company Disclosure Schedule, or as specifically contemplated by this Agreement, since December 31September 30, 20032005, neither the Company nor any of its Subsidiaries has: (ia) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests Company Common Stock or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)Capital Stock; (iib) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders shareholders with respect to such member’s its Capital Stock or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement)otherwise, or purchased, redeemed or otherwise acquired any membership interests Capital Stock or other equity securities made any payments in respect of Sellers’ obligations under Section 6.6. (other than pursuant c) mortgaged or pledged any of its properties or assets or subjected them to the terms of the Restructuring Agreement)any Lien, except for Permitted Liens; (iiid) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rightsassets, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notesbusiness, or canceled any material debts or claims; (ive) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on Schedule 3.10 of the attached Contracts Company Disclosure Schedule and, in the case of non-management employees, other than or in the ordinary course of businessbusiness consistent with past practice), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vf) suffered any extraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice); (g) made commitments for capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes250,000; (vih) delayed made any charitable contributions or postponed pledges exceeding $25,000 in the payment aggregate or made any political contributions; (i) made any change in any method of accounting or accounting policies or made any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend write-down in the payment date value of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, its inventory that is other than in the ordinary course of business consistent with past practice; (viij) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change changed in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in significant respect any business practice in anticipation of the transactions contemplated hereby or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practicesotherwise; or (xik) agreed agreed, whether orally or in writing, to do any of the foregoing.

Absence of Certain Developments. Except as set forth in Schedule 4.8 and except as expressly contemplated by this Agreement or Agreement, since the Latest Balance Sheet, the Company Group has conducted its business in all material respects only in the Ordinary Course of Business. Except as set forth on the attached Developments ScheduleSchedule 4.8, since December 31the Latest Balance Sheet, 2003, neither the Company nor any of its Subsidiaries hasGroup has not: (ia) issued suffered a Material Adverse Effect or suffered any notestheft, bonds damage, destruction or other debt securities casualty loss in excess of Fifty Thousand Dollars (other than $50,000) in the Senior Debt aggregate to its assets (excluding costs associated with the maintenance and repair of the Senior NotesCompany Group’s equipment in the Ordinary Course of Business of the Company Group), whether or not covered by insurance; (b) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment incurred or distribution of cash or other property become subject to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than Indebtedness not otherwise disclosed pursuant to the terms of this Agreement; (c) discharged or satisfied any Lien or paid any Liability (other than Liabilities paid in the Restructuring AgreementOrdinary Course of Business), prepaid any amount of Indebtedness or subjected any portion of its properties or assets to any Lien; (d) sold, leased, licensed, assigned, transferred, pledged, allowed to lapse or cancel or otherwise disposed of or encumbered (including transfers to the Seller or any Insider) any of its tangible or intangible assets having an individual value in excess of Fifty Thousand Dollars ($50,000) (including Company Proprietary Rights) (except for sales of inventory, non-exclusive licenses granted in the Ordinary Course of Business to customers on an arm’s length basis), or purchased, redeemed or otherwise acquired disclosed any membership interests or other equity securities confidential information (other than pursuant to agreements requiring the terms person to whom the disclosure was made to maintain the confidentiality of the Restructuring AgreementCompany Group in such confidential information); (iiie) soldwaived, assignedcanceled, transferred, leased, licensed compromised or otherwise encumbered released any rights or claims of its material tangible assets value in excess of Twenty Five Thousand Dollars ($25,000) individually or any Intellectual Property Rights, except Fifty Thousand Dollars ($50,000) in the ordinary course aggregate, whether or not in the Ordinary Course of business and other than in connection with the incurrence of the Senior Debt and the Senior NotesBusiness; (ivf) made entered into, amended or terminated any Material Contract; (g) implemented any employee layoffs; (h) made, granted or promised any bonus or any wage wage, salary or salary compensation increase to any employee director, officer, employee, sales representative or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule andconsultant or made, in the case of non-management employees, other than in the ordinary course of business), granted or made or granted promised any material increase in any employee benefit plan or arrangement, or established, adopted, entered into, amended in (excluding any material respect amendment required by Law) or terminated any existing material employee benefit plan Employee Benefit Plan (or arrangement or adopted any new material employee benefit plan or arrangementthat, had it been in existence on the date of this Agreement, would be an Employee Benefit Plan); (vi) made capital expenditures or commitments therefor that aggregate any other change in excess of $500,000, except employment terms for any fees of its directors and expenses relating to the Senior Debt and the Senior Notesofficers or entered into any transaction with any Insider; (vij) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, conducted its cash management customs and practices other than in the ordinary course Ordinary Course of business consistent Business (including, without limitation, with past practicerespect to maintenance of working capital balances and inventory levels, collection or acceleration of accounts receivable, payment of accounts payable, accrued liabilities and other Liabilities and pricing and credit policies); (viik) suffered made any damageindividual capital expenditure in excess of Fifty Thousand Dollars ($50,000); (l) made any loans or advances to, destruction or casualty loss exceeding guarantees for the benefit of, any Persons (other than advances to employees for travel and business expenses incurred in the Ordinary Course of Business which do not exceed Twenty Five Thousand Dollars ($25,000) in the aggregate); (m) instituted or settled any claim or lawsuit for an amount involving in excess of Twenty Five Thousand Dollars ($25,000) in the aggregate $250,000, whether or not covered by insuranceinvolving equitable or injunctive relief; (viiin) made acquired any change in other business or Person (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by purchase of its assets or stock or acquired any other material method assets outside the Ordinary Course of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accrualsBusiness; (ixo) entered into received any agreement notice of any claim or arrangement prohibiting potential claim of ownership, interest or restricting it from freely engaging right by any Person other than the Company in or to the Company Proprietary Rights, or of infringement, misappropriation, dilution or misuse by the Company Group of any business or otherwise restricting the conduct of its businessother Person’s Proprietary Rights; (xp) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any the pricing or royalties set or charged by the Company Group to its customers or licensees pursuant to the terms of its business practicesexisting Contracts as in effect as of the date hereof; or (xiq) committed or agreed to do any of the foregoing.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 3.7 or as described in the attached Developments Scheduleaudited Financial Statements, since December 31, 2003, neither the Company nor any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes; (iv) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employeesBalance Sheet Date, other than in the ordinary course of business, as required by applicable Law or in accordance with Section 6.1(a), no Acquired Entity has: (a) sold, leased, assigned, transferred or otherwise disposed of any (i) tangible material assets or properties (other than the sale or disposal of inventory or obsolete equipment) or (ii) material Proprietary Rights; (b) made any amendment to its Governing Documents; (c) made or granted any bonus or any material increase in base salary or material bonus opportunity to any director, individual independent contractor or employee; (d) become bound by any collective bargaining agreement or otherwise entered into any Contract or understanding with a labor union or other similar representative of employees; (e) terminated (other than for cause) or transferred any employee; (f) hired any employee benefit plan or arrangementretained any individual independent contractor, in each instance other than with respect to an individual whose annualized compensation is less than $100,000 and whose hiring or retention was necessary to replace an individual whose employment or engagement had ended; (g) amended in any material respect (other than as required by applicable Law or as part of an annual renewal for health or welfare benefits), terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementEmployee Benefit Plan; (h) effectuated any reduction in force, early retirement program, or other voluntary or involuntary employment termination program, or otherwise implemented any employee layoff not in compliance with the WARN Act or other applicable Law; (i) made any material changes to its accounting policies, methods or practices; (j) (i) made, changed or revoked any material election relating to Taxes, (ii) entered into any agreement, settlement or compromise with any Taxing Authority relating to any material Tax Liability, (iii) filed any material amended Tax Return, (iv) surrendered any right to claim any refund of material Taxes; (v) extended or waived the limitations period applicable to any material Tax claim or assessment relating to the Acquired Entities or its assets, (vi) changed any annual Tax accounting period, (vii) adopted or changed any material method of Tax accounting, (viii) requested any ruling from a Taxing Authority in respect of any material Tax matters, (ix) prepared any material Tax Return in a manner that is not materially consistent with past practice, (x) failed to timely file any material Tax Return required to be filed by any Acquired Entity, or (xi) failed to timely pay any material Taxes required to be paid by any Acquired Entity; (k) (i) other than as described in this Agreement or the issuance by the Partnership of Class A Interests in exchange for the cancellation of all or a portion of the Outstanding Second Lien Indebtedness in accordance with the terms of the Holdings Second Lien Credit Agreement, issued, sold, delivered, redeemed or purchased any Equity Interests, (ii) declared, set aside or paid any dividends on, or made capital expenditures any other distributions (whether in Cash, securities or commitments therefor that aggregate property) in respect of, any Equity Interests or (iii) adjusted, split, combined or reclassified any of its Equity Interests; (l) entered into, amended, terminated, assigned or granted any waiver of any material term under or any material consent with respect to any Material Contract, Lease or Right-of-Way; (m) (i) incurred or guaranteed any additional Indebtedness in excess of $500,000, except for 1,000,000 or (ii) made any fees and expenses relating loans or advances to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablesPerson, other than advances to employees in the ordinary course of business consistent with past practicebusiness; (viin) other than inventory and other assets acquired in the ordinary course of business, acquired properties or assets, including Equity Interests of another Person, with a value in excess of $250,000, whether through merger, consolidation, share exchange, business combination or otherwise; (o) adopted a plan of complete or partial liquidation or dissolution, filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law; (p) instituted or settled any material Proceeding; (q) suffered any material damage, destruction or casualty loss exceeding in the aggregate $250,000, (whether or not covered by insurance) to its property in excess of $1,000,000; (viiir) made any change material capital expenditures in any material method excess of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals$1,000,000; (ixs) permitted the imposition of any Liens (other than Permitted Liens) upon the Acquired Entities’ Real Property or any of the Acquired Entities’ Equity Interests or assets, tangible or intangible; (t) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any a new line of business or otherwise restricting the conduct abandoned or discontinued an existing line of its business; (xu) authorized or entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed Contract to do any of the foregoing; or (v) taken any action that, if taken following the date hereof, and prior to the Closing Date, would constitute a breach of Section 6.1 or would require any consent or approval of Buyers pursuant to Section 6.1.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Since the attached Developments ScheduleBalance Sheet Date, since December 31, 2003, neither the Company nor any of its Subsidiaries hashas not: (ia) issued taken any notesaction which requires the approval of the Board of Governors pursuant to Section 7.18 or Section 7.19 of the LLC Agreement, bonds or other debt securities (other than unless Company has obtained the Senior Debt and approval required by such Sections of the Senior Notes) or any membership interests or other equity securities or any securities or rights convertibleLLC Agreement and/or this Agreement, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes)as applicable; (iib) declared, set aside discharged or made satisfied any payment or distribution of cash Indebtedness or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (liability, other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except current liabilities paid in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior NotesBusiness; (ivc) made or granted waived any bonus or any wage or salary increase to any employee or group rights of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementvalue; (v) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (viid) suffered any material theft, damage, destruction or casualty loss exceeding in the aggregate $250,000of or to any Company Assets, whether or not covered by insurance; (viiie) made any material modification, waiver, change, amendment, release, rescission, accord and satisfaction or termination of, or with respect to, any material term, condition or provision of any Contract, other than (i) in the usual and ordinary course of the Business and that could not reasonably be expected to result in a Material Adverse Effect, or (ii) any satisfaction by performance in accordance with the terms thereof in the usual and ordinary course of the Business; (f) suffered any labor disputes or disturbances including, without limitation, the filing of any petition or charge of discrimination with the Equal Employment Opportunity Commission (or any State equal employment opportunity Governmental Body) or any petition or charge of unfair labor practices with the National Labor Relations Board; (g) suffered any material adverse change in its relationships with its equipment lessors, vendors, processors, re-sellers, distributors, dealers, independent sales agents, maintenance service providers, customers or Vault Cash providers; (h) entered into or modified any material method employment, severance or similar agreements or arrangements with, or granted any bonuses, salary increases, severance or termination pay to, any of its officers, employees or consultants or taken any action with respect to the granting of any bonuses, salary increases, severance or termination pay or with respect to any other increase in employment related benefits; (i) changed any of its methods of accounting or accounting policies, other than those required by GAAP which have been disclosed practices in writing to the Purchasers, or reversed any accounting accruals;respect; or (ixj) entered into any agreement Contract to do or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed undertake to do any of the foregoingforegoing (other than the Transaction Documents).

Absence of Certain Developments. Since the Reference Balance Sheet Date: (i) Seller has conducted the Business only in the ordinary course of business consistent with past practices; and (ii) there has not been any event, change, occurrence or circumstance that has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleSchedule 3.6, since December 31the Reference Balance Sheet Date, 2003Seller, neither with respect to the Company nor any of its Subsidiaries hasBusiness or the Acquired Assets, has not: (ia) issued incurred any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection consistent with the incurrence of the Senior Debt and the Senior Notespast practices; (ivb) made changed any accounting principles, methods or practices, or the manner Seller keeps its books and records, or its practices with regard to the booking of sales, receivables, payables or accrued expenses or the methodology used to value inventory or materially altered its payment or collection practices; (A) granted any severance, continuation or termination pay to any employee; (B) entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any employee; (C) increased, amended, or changed compensation, bonus or other benefits payable or potentially payable to current or former employees, other than that as may be required by Law; (D) adopted any wage new or salary increase changed the terms of any existing bonus, pension, insurance, health or other benefit plan; (E) represented to any employee or group of employees former employee that Seller, Purchaser or any other Person would continue to maintain or implement any benefit or would continue to employ such employee after the Closing Date; or (F) except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), changed the size or made composition of its employee work force or granted entered into any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangementunion contract; (vd) made capital expenditures suffered any damage, destruction or commitments therefor loss (whether or not covered by insurance), ordinary wear and tear excepted, to any of its properties or assets or sold, transferred, distributed or otherwise disposed of any assets used in the operation of the Business, except for sales of Inventory in the ordinary course of business consistent with past practices; (e) except in the ordinary course of business consistent with past practices and levels, granted customers of the Business any rebates, price concessions, discounts or allowances, altered its pricing or payment terms or agreed to any reduction in discounts received from suppliers; (f) amended or terminated or received any notice, or had reason to believe that any supplier or customer has terminated or threatened to terminate any Contract or license relationship or commitment relating to the conduct of the Business or the Acquired Assets; (g) purchased, leased or otherwise acquired (whether by merger, consolidation or other business combination, purchase of securities, purchase of assets or otherwise) any portion of the business or assets (other than purchases of Inventory in the ordinary course of business consistent with past practices, all of which such Inventory that is on hand as of the date of the Unit Count is included in the Inventory Value) of any other Person; (h) changed or revoked any material Tax election, changed any material method of accounting for Tax purposes, settled any Legal Proceeding in respect of Taxes or entered into any Contract in respect of Taxes with any Governmental Body; (i) cancelled, waived or compromised any Debt having a value of more than $10,000 (individually) or an aggregate value in excess of $500,00025,000, except for right or claim or suffered, permitted, committed or incurred any fees and expenses relating to the Senior Debt and the Senior Notesdefault in any liability or obligation which has resulted in or will result in liabilities, losses, damages, injuries or claim of more than $10,000 (individually) or an aggregate value in excess of $25,000; (vij) delayed suffered, permitted or postponed incurred the payment imposition of any accounts payable lien or commissions encumbrance upon any of the Acquired Assets; (k) made any capital expenditures or capital additions or betterments in excess of an aggregate of $25,000; (l) made any other material liability purchase commitment outside the ordinary course of business consistent with past practice, or obligation or agreed or negotiated with made any party advances to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivablesPerson, other than to employees in the ordinary course of business consistent with past practice; (viim) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viii) made any change in any material method of accounting or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, or reversed any accounting accruals; (ix) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any material contract or any material transaction other than except in the ordinary course of business consistent with past practices and levels, changed, nor has there been a change in, the Acquired Assets, Assumed Liabilities or materially changed any the business prospects, condition (financial or otherwise) or results of its business practicesoperations of the Business; or (xin) committed or agreed to do any of the foregoingforegoing (other than as specifically required by this Agreement).

Absence of Certain Developments. Except as set forth in Schedule 3.6 and except as expressly contemplated by this Agreement or as set forth on the attached Developments ScheduleAgreement, since December 31September 30, 20031997, neither Seller has not suffered a change which could reasonably be anticipated to have a Material Adverse Effect. Without limiting the Company nor generality of the foregoing, since that date Seller has not taken any of its Subsidiaries has: (i) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior Notes); (ii) declared, set aside or made any payment or distribution following actions outside of cash or other property to any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement); (iii) sold, assigned, transferred, leased, licensed or otherwise encumbered any of its material tangible assets or any Intellectual Property Rights, except in the ordinary course of business and other than in connection with the incurrence of the Senior Debt and the Senior Notes;business: (iva) made or granted any bonus or any wage wage, salary or salary compensation increase to any director, officer, employee or sales representative, group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), or consultant or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vb) issued any notes, bonds or other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities; (c) borrowed any amount or consensually incurred any material liabilities or incurred liabilities under contracts; (d) mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Liens for current property taxes not yet due and payable; (e) sold, assigned or transferred any of its tangible assets or canceled any debts or claims; (f) sold, assigned, licensed or transferred any Intangible Property or disclosed any Intangible Property to any person or entity; (g) suffered any losses or waived any rights of material value; (h) made capital expenditures or commitments therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notesother than as contemplated by this Agreement; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (viii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,00050,000, whether or not covered by insurance; (viiij) made any investment in or taken steps to incorporate any subsidiary; (k) entered into any employment agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such agreements; (l) lost any material contracts with any customer or supplier; (m) made any change in any material method of accounting the Seller's charter or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasers, bylaws; or reversed any accounting accruals; (ixn) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business; (x) entered into any other material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices; or (xi) agreed to do any of the foregoingtransaction.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Since the attached Developments Schedule, since December 31, 2003Balance Sheet Date, neither Imagyn nor either Seller has, in each case, with respect to the Company nor any of its Subsidiaries hasAssets or the Business: (ia) issued any notes, bonds or other debt securities (other than the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount or incurred or become subject to any liability except (other than i) current liabilities incurred in the Senior Debt ordinary course of business of the Business and (ii) liabilities under contracts entered into in the Senior Notes)ordinary course of business of the Business; (iib) declaredmortgaged, set aside pledged or made any payment or distribution of cash or other property subjected to any of its members lien, charge or stockholders with respect to such member’s or stockholder’s membership interests or any other equity securities encumbrance (other than Permitted Tax Distributions as defined in the Existing Operating Agreement and other than pursuant to the terms "Liens"), any of the Restructuring Agreement), or purchased, redeemed or otherwise acquired any membership interests or other equity securities (other than pursuant to the terms of the Restructuring Agreement)Assets; (iiic) discharged or satisfied any Liens or paid any liability, other than current liabilities paid in the ordinary course of business of the Business; (d) sold, assignedassigned or transferred (including, transferredwithout limitation, leasedtransfers to any employees, licensed affiliates or otherwise encumbered shareholders) any of its material tangible assets of the Business or canceled any Intellectual Property Rightsdebts or claims, except in the ordinary course of business and of the Business; (e) sold, assigned or transferred (including, without limitation, transfers to any employees, affiliates or shareholders) any patents, trademarks, trade names, copyrights, CE m▇▇▇▇, ▇▇ade secrets or other intangible assets used in or held for use in the Business; (f) disclosed, to any person other than Buyer and authorized representatives of Buyer, any proprietary confidential information of the Business or otherwise related to the Assets, other than pursuant to a confidentiality agreement prohibiting the use or further disclosure of such information, which agreement is identified in the Disclosure Schedule and is in full force and effect on the date; (g) waived any rights of material value or suffered any extraordinary losses or adverse changes in collection loss experience, whether or not in the ordinary course of business or consistent with past practice; (h) taken any other action or entered into any other transaction other than in the ordinary course of business and in accordance with past custom and practice, or entered into any transaction with any "insider" (as defined in Section 4.20) other than employment arrangements otherwise disclosed in this Agreement and the Disclosure Schedule, or the transactions contemplated by this Agreement; (i) suffered any material theft, damage, destruction or loss of or to the Assets or any property or properties owned or used by it in connection with the incurrence of the Senior Debt and the Senior NotesBusiness, whether or not covered by insurance; (ivj) made or granted any bonus or any wage wage, salary or salary compensation increase to any employee of the Business who earns more than $50,000 per year, or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule and, in the case of non-management employees, other than in the ordinary course of business), consultant or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement, or adopted any new employee benefit plan or arrangement or adopted made any new material employee benefit plan commitment or arrangementincurred any liability to any labor organization; (vk) made any single capital expenditures expenditure or commitments commitment therefor that aggregate in excess of $500,000, except for any fees and expenses relating to the Senior Debt and the Senior Notes10,000; (vi) delayed or postponed the payment of any accounts payable or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than in the ordinary course of business consistent with past practice; (vii) suffered any damage, destruction or casualty loss exceeding in the aggregate $250,000, whether or not covered by insurance; (viiil) made any change in any material method of accounting loans or accounting policies, other than those required by GAAP which have been disclosed in writing to the Purchasersadvances to, or reversed guarantees for the benefit of, any accounting accruals; (ix) entered into persons such that the aggregate amount of such loans, advances or guarantees at any agreement or arrangement prohibiting or restricting it from freely engaging time outstanding is in any business or otherwise restricting the conduct excess of its business; (x) entered into any material contract or any material transaction other than in the ordinary course of business or materially changed any of its business practices$10,000; or (xim) agreed or committed to do any of the foregoingactions referred to in clauses (a) through (l) above.

Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on the attached Developments Schedule, since December 31September 30, 20032004, neither Seller has not with respect to Designs, the Company nor any of its Subsidiaries hasBusiness, the Purchased Assets, and the Assumed Liabilities: (ia) issued paid trade or account payables other than in the Ordinary Course of Business or, delayed or postponed the payment of any notestrade or accounts payable or commissions or any other liability or litigation or agreed or negotiated with any party to extend the payment date of any trade or accounts payable or commission or any other liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable (whether billed or unbilled) or any deferred revenue or taken any actions or omitted to take any actions with the intent or the purpose of increasing the Net Inventory or the accounts payable as of the Closing; (b) delayed cutting any checks; (c) except in connection with the physical count of Net Inventory conducted by Regis Corporation on or about the Closing Date, bonds altered its methods of allocating inventory and other assets between its retail locations and/or the Warehouse, other than in the Ordinary Course of Business, otherwise moved or transferred its inventory and other debt securities assets between its retail locations and/or the Warehouse; (d) paid any obligation or liability (other than in the Senior Debt and the Senior Notes) or any membership interests or other equity securities or any securities or rights convertible, exchangeable or exercisable into any membership interests or other equity securities or borrowed any amount (other than the Senior Debt and the Senior NotesOrdinary Course of Business); (iie) declaredsold, set aside leased, assigned or made any payment or distribution of cash or other property to transferred any of its members or stockholders with respect to such member’s or stockholder’s membership interests or other equity securities tangible assets (other than Permitted Tax Distributions as defined including the Purchased Assets), except in the Existing Operating Agreement and other than pursuant to the terms Ordinary Course of the Restructuring Agreement)Business, or purchased, redeemed canceled without fair consideration any debts or otherwise acquired any membership interests claims owing to or other equity securities (other than pursuant to the terms of the Restructuring Agreement)held by it; (iiif) sold, assigned, transferredlicensed, leasedsublicensed, licensed transferred or otherwise encumbered any of its material tangible assets Proprietary Rights or other intangible assets, disclosed any Intellectual Property Rights, except in the ordinary course of business and proprietary Confidential Information to any Person (other than in connection with the incurrence Buyer and Buyer’s representatives, agents, attorneys and accountants), or abandoned or permitted to lapse any of the Senior Debt and the Senior NotesProprietary Rights; (ivg) made or granted any bonus or any wage or salary increase to any employee or group of employees (except as required by pre-existing contracts described on the attached Contracts Schedule andor, in the case of non-management officer employees, other than in the ordinary course of businessconsistent with past practice), or made or granted any material increase in any employee benefit plan or arrangement, or amended in any material respect or terminated any existing material employee benefit plan or arrangement or adopted any new material employee benefit plan or arrangement; (vh) made capital expenditures incurred any Indebtedness or commitments therefor that aggregate in excess of $500,000incurred or become subject to any material liability, except for any fees current liabilities incurred in the Ordinary Course of Business and expenses relating to liabilities under contracts entered into in the Senior Debt and the Senior NotesOrdinary Course of Business; (vii) delayed suffered any extraordinary Losses or postponed the payment waived any rights of any accounts payable material value, whether or commissions or any other material liability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other material liability or obligation or discounted any accounts or settlement receivables, other than not in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (viij) suffered any damage, destruction or casualty loss exceeding to its tangible assets (including the Purchased Assets) in the aggregate excess of $250,00025,000, whether or not covered by insurance; (viiik) made any capital expenditures or commitments therefore that aggregate in excess of $50,000; (l) made any change in any material method of accounting or accounting policies, other than those required by GAAP generally accepted accounting principles which have been disclosed in writing to the Purchasers, or reversed any accounting accrualsBuyer; (ixm) entered into any agreement or arrangement prohibiting or restricting it from freely engaging engaged in any business activity that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales that otherwise restricting would be expected to occur in post-Closing periods (n) instituted or permitted any material change in the conduct of Designs or the Business, or any change in its businessmethod of purchase, sale, lease, management, marketing, promotion or operation; (xo) entered into into, amended or terminated any material contract or any material government license or permit or taken any other action or entered into any other transaction other than in the ordinary course Ordinary Course of business Business; or (p) entered into any other material transaction, whether or not in the Ordinary Course of Business, or materially changed any of its business practices; or (xi) agreed to do any of the foregoingpractice.