Common use of Absence of Certain Changes Clause in Contracts

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.123.11, from the date of the GRS Interim Company Balance Sheet Date to the date of this Agreement, GRS the Company has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS the Company, or any stockholder of GRSStockholder, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties Properties or assetsCompany Assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets Company Assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets Company Assets except in the ordinary course of business consistent with past practicepractice or as permitted by Section 1.05 hereof; (i) written up or written down the carrying value of any of its assetsthe Company Assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assetsthe Company Assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsCompany Assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of businessbusiness consistent with past practice; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of GRS' the Company's capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth on Schedule 2.8 or otherwise disclosed in Schedule 5.12the SEC Documents, from since the date of the GRS Balance Sheet to Sheet, the date of this AgreementCompany has conducted its business only in the ordinary course and consistent with past practice, GRS and has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsMaterial Adverse Effect; (b) contracted for materially increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the purchase of any capital assets having a cost in excess of $25,000 payment, discharge or paid any capital expenditures in excess of $25,000, except satisfaction in the ordinary course of business and consistent with past practice; (c) practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business and consistent with past practicepractice since the date of the Balance Sheet; (d) permitted or allowed any of its assets to be subjected to any Lien of any kind; (e) incurred or discharged any liabilities or obligations except indebtedness not in the ordinary course of business consistent with past practice; (e) paid or executed any amount guarantees on behalf of any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practiceperson; (f) mortgagedcanceled any material debts or waived any claims or rights of substantial value; (g) sold, pledged transferred or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (gh) suffered granted any damage general increase in the compensation of employees (including any such increase pursuant to any bonus, pension, profit sharing or destruction other plan or commitment), other than such increases as are consistent with the Company's past practice or required by agreement or understanding disclosed to the Investors; or experienced any material loss of personnel of the Company, material change in the terms and conditions of the employment of the Company's key personnel, loss of any of its assets (whether the five most highly compensated employees of the Company or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessentered into any written employment agreement with any Company employee; (hi) acquired made any capital expenditure or disposed of any of commitment for additions to its property, equipment or intangible capital assets except other than in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business and consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced made any change in the relationship with any employeemethod of accounting or accounting practice, customerchanged accountants or auditors or failed to maintain its books, joint venture partner or supplier, which termination or change has materially accounts and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except records in the ordinary course of business and consistent with past practice; (ok) made failed to maintain any payments to material properties or loaned any money to any person or entity except equipment in the good operating condition and repair, ordinary course of businesswear and tear excepted; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (rl) entered into any material agreement with any person transaction or group, made or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written material contract or oral) to do any of the foregoingcommitment, except in the ordinary course of business and consistent with past practice, or terminated or amended any material contract or commitment; (m) declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock or other securities; (n) amended its Amended and Restated Certificate of Incorporation or By-laws; (o) taken, suffered, or permitted any action which would render untrue any of the representations or warranties of the Company herein contained, and not omitted to take any action, the omission of which would render untrue any such representation or warranty; or (p) agreed in writing or otherwise committed to take actions in furtherance of, or otherwise taken, any action with respect to any of the matters described in this Section 2.8.

Absence of Certain Changes. Except as set forth in on Schedule 5.123.14 and as contemplated pursuant to Section 6.14, from since the date of the GRS Balance Sheet to Date, the date of this Agreement, GRS Company has not: (a) suffered any material adverse changea Material Adverse Effect, whether or not caused by any deliberate act or omission of GRS the Company or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsOwner; (b) contracted for the purchase of any capital assets asset having a cost in excess of $25,000 5,000 or paid made any single capital expenditures expenditure in excess of $25,000, except in the ordinary course of business consistent with past practice5,000; (c) incurred any indebtedness for borrowed money (other than short-term borrowings in the ordinary course of business consistent with reasonable past practice) or issued or sold any debt securities; (d) incurred or discharged any material liabilities or obligations, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with reasonable past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled cancelled any debts claims or claims any debt in excess of $5,000 or released or waived any rights or claims, except in the ordinary course of business consistent with reasonable past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except assets (other than statutory liens arising in the ordinary course of business consistent with reasonable past practicepractice or other liens that do not materially detract from the value or interfere with the use of such properties or assets); (g) suffered any damage damages or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affectedresulted, or could materially adversely affectmight reasonably be expected to result, its businessindividually or in the aggregate, in a Material Adverse Effect; (h) acquired or disposed of any assets having an aggregate value in excess of its assets $5,000, except in the ordinary course of business consistent with reasonable past practicepractice or except as contemplated in this Agreement; (i) written up or written down the carrying value of any of its assets, except other than accounts receivable in the ordinary course of business consistent with reasonable past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived lost or terminated any material rights employee, patient, customer or forgiven any material claimssupplier that has resulted, or might reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; (l) lostincreased the compensation of any Owner, terminated director, officer, key employee or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsconsultant; (m) increased the compensation of any director or officer; employee (n) increased the compensation of any employee except for increases in the ordinary course of business consistent with reasonable past practice) or hired any new employee who, in either case, is expected to receive annualized compensation of $15,000 or more; (n) made any payments of cash or assets to or loaned any money or assets to any person or entity referred to in Section 3.26; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed formed, or acquired or disposed of any interest in in, any corporation, partnership, joint venture venture, limited liability company or other entity; (qp) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock stock, securities or securities other ownership interests or any rights to acquire such capital stock stock, securities or securitiesother ownership interests, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock, securities or other ownership interests or rights; (rq) entered into any material agreement providing for total payments in excess of $5,000 in any 12 month period with any person or group, or modified or amended in any material respect the terms of any material such existing agreement agreement, except in the ordinary course of business consistent with reasonable past practice; (sr) entered into, adopted or amended any Employee Benefit Plan, except as contemplated hereby; or (ts) entered into any agreement (written commitment or oral) transaction, or experienced any event, that would materially interfere with its performance under this Agreement or any other agreements or document executed or to do any of the foregoingbe executed pursuant to this Agreement or otherwise has resulted, except or might reasonably be expected to result, individually or in the ordinary course of business consistent with past practiceaggregate, in a Material Adverse Effect.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights rights, paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Balance Sheet to Date, the date of this Agreement, GRS Business has notbeen conducted in the ordinary course consistent with past practices and there has not been: (a) suffered any material adverse changeevent, whether occurrence or not caused by any deliberate act development which, individually or omission of GRS in the aggregate, has had or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectswould reasonably be expected to have a Material Adverse Effect; (b) contracted for the purchase any incurrence, assumption or guarantee by Seller or any of its Subsidiaries of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except Indebtedness with respect to the Business other than in the ordinary course of business consistent with past practicepractices; (c) incurred any indebtedness for borrowed money creation or issued other incurrence of any Lien on any material Purchased Asset or sold any debt securitiesmaterial asset of any Purchased Subsidiary other than Permitted Liens; (d) any transaction or commitment made, except or any contract or agreement entered into, by Seller or any of its Subsidiaries relating to and material to the Business, other than transactions and commitments in the ordinary course of business consistent with past practicepractices and those contemplated by the Transaction Documents; (de) incurred any material change in any method of accounting or discharged accounting practice by Seller or any liabilities of its Subsidiaries with respect to the Business except for any such change required by reason of a concurrent change in GAAP; (f) any (i) employment, deferred compensation, severance, retirement or obligations except other similar agreement entered into with any (A) executive Business Employee or (B) any non-executive Business Employee whose annual base salary exceeds $125,000 (or any amendment to any such existing agreement), (ii) grant of any severance or termination pay to any such Business Employee or (iii) increase in compensation payable to any such Business Employee, in each case for non-executive Business Employees other than in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practicepractices; (g) suffered any damage or destruction to material damage, casualty, or loss of with respect to any of its assets (whether or not the Purchased Assets in excess of $3,000,000, other than those covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired any sale, transfer, lease, license, or disposed other disposal of any assets of its assets except the Business or of any Purchased Subsidiary for an amount in excess of $3,000,000, other than the sale of inventory and obsolete equipment in the ordinary course of business consistent with past practice; (i) written up any material reduction in capital expenditures relative to the capital expenditure budget in a manner inconsistent with past practices; (j) any acceleration of collection of accounts receivable or written down the carrying value delaying of payment of accounts payable, in each case in any of its assets, except material respect and other than in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven extension of Indebtedness to any material claims; (l) lost, terminated or experienced any change Person in connection with the Business in excess of $5,000,000 in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased aggregate other than the compensation creation of any director or officer; (n) increased the compensation of any employee except accounts receivable in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit PlanBusiness; or (tl) entered into any agreement (written amendment, termination, cancellation, or oral) compromise or any material claims relating to do the Business, or waiver of any of right that is material to the foregoing, except in the ordinary course of business consistent with past practiceBusiness.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12, from the date of the GRS Balance Sheet Alphabet SEC Reports filed prior to the date of this Agreementhereof, GRS has not: (a) suffered since the end of Alphabet's fiscal year last ended, Alphabet and each of its Subsidiaries has conducted its business in all material respects in the ordinary and usual course of its business consistent with past practice and there has not been any change in the financial condition, business or results of operations of Alphabet and its Subsidiaries or any development or combination of developments that, individually or in the aggregate, has had or would reasonably be expected to have an Alphabet Material Adverse Effect and (b) since the end of Alphabet's fiscal year last ended until the date hereof, there has not been (i) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of Alphabet, other than regular cash dividends consistent with past practice; (ii) any change by Alphabet to its accounting policies, practices or methods; (iii) any amendment or change to the terms of any of its indebtedness material to Alphabet and its Subsidiaries taken as a whole; (iv) any incurrence of any material adverse changeindebtedness outside of the ordinary course of business; (v) outside the ordinary course of business, any transfer, lease, license, sale, mortgage, pledge, encumbrance or other disposition of assets or properties material to Alphabet and its Subsidiaries taken as a whole; (vi) any material damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by Alphabet or its Subsidiaries material to Alphabet and its Subsidiaries taken as a whole, whether or not caused covered by any deliberate act or omission of GRS or any stockholder of GRS, in its condition insurance; (financial or otherwise), operations, assets, liabilities, business or prospects; (bvii) contracted for the purchase of any capital assets having except on a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except case-by-case basis in the ordinary course of business consistent with past practice; practice for employees other than executive officers or directors, or except as required by applicable law or pursuant to a contractual obligation in effect as of the date of this Agreement, (cA) incurred any indebtedness for borrowed money execution, adoption or issued amendment of any agreement or sold arrangement relating to severance or any debt securitiesemployee benefit plan or employment or consulting agreement (including, except without limitation, the Alphabet Benefit Plans referred to in the ordinary course Section 4.10 hereof) or (B) any grant of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease stock options or other charge equity related award; or encumbrance (viii) any of its properties agreement or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) commitment entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12, from the date of the GRS Balance Sheet Abacus SEC Reports filed prior to the date hereof, since the end of this AgreementAbacus' fiscal year last ended, GRS has not: (a) suffered Abacus and each of its Subsidiaries has conducted its business in all material respects in the ordinary and usual course of its business consistent with past practice and there has not been any change in the financial condition, business or results of operations of Abacus and its Subsidiaries, or any development or combination of developments that, individually or in the aggregate, has had or would reasonably be expected to have an Abacus Material Adverse Effect and (b) since the end of Abacus' fiscal year last ended until the date hereof there has not been (i) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of Abacus, other than regular cash dividends consistent with past practice; (ii) any change by Abacus to its accounting policies, practices or methods; (iii) any amendment or change to the terms of any of its indebtedness material to Abacus and its Subsidiaries taken as a whole; (iv) any incurrence of any material adverse changeindebtedness outside of the ordinary course of business; (v) outside the ordinary course of business, any transfer, lease, license, sale, mortgage, pledge, encumbrance or other disposition of assets or properties material to Abacus and its Subsidiaries taken as a whole; (vi) any material damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by Abacus or its Subsidiaries material to Abacus and its Subsidiaries taken as a whole, whether or not caused covered by any deliberate act or omission of GRS or any stockholder of GRS, in its condition insurance; (financial or otherwise), operations, assets, liabilities, business or prospects; (bvii) contracted for the purchase of any capital assets having except on a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except case-by-case basis in the ordinary course of business consistent with past practice; practice for employees other than executive officers or directors, or except as required by applicable law or pursuant to a contractual obligation in effect as of the date of this Agreement, (cA) incurred any indebtedness for borrowed money execution, adoption or issued amendment of any agreement or sold arrangement relating to severance or any debt securitiesemployee benefit plan or employment or consulting agreement (including, except without limitation, the Abacus Benefit Plans referred to in the ordinary course Section 3.10 hereof) or (B) any grant of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease stock options or other charge equity related award; or encumbrance (viii) any of its properties agreement or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) commitment entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing. With respect to Abacus, except in any action taken by Abacus pursuant to and consistent with its corporate and functional consolidations or its Delta Plan shall be deemed for the ordinary course purposes hereof to be an action of business Abacus that is consistent with past practice.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12Section 2.8 of the Company Disclosure Schedule, from the date of the GRS Balance Sheet Date to the date of this Agreementhereof, GRS has the Company and its subsidiaries have not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS Company Material Adverse Effect or any stockholder of GRS, in its condition (financial event or otherwise), operations, assets, liabilities, business change which is reasonably expected to have or prospectsconstitute a Company Material Adverse Effect; (b) contracted except items incurred in the ordinary course of business and consistent with past practice, incurred any liabilities or obligations (absolute, accrued, contingent or otherwise), which exceed $100,000 in the aggregate; (c) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the Company Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date; (d) permitted or allowed any of their properties or assets (real, personal or mixed, tangible or intangible) to be subjected to any Encumbrances, except for liens for current Taxes not yet due or liens the incurrence of which would not reasonably be expected to have a Company Material Adverse Effect; (e) cancelled any debts or waived any claims or rights of material value; (f) sold, transferred, or otherwise disposed of any of their material properties or assets (real, personal or mixed, tangible or intangible), except in the ordinary course of business, consistent with past practice; (g) granted any increase in the compensation or benefits payable or to become payable to any director, officer or employee of the Company, except in the case of employees other than officers of the Company for such increases in compensation or benefits made in the ordinary course of business, consistent with past practice; (h) made any material change in severance policy or practices; (i) other than capital expenditures in accordance with the Company's capital expenditure budget for the purchase 2005 and 2006 fiscal years, a copy of which is attached as Section 2.8(i) of the Company Disclosure Schedule (the "Capex Budgets"), made any capital assets having expenditure or acquired any property, plant and equipment for a cost in excess of $25,000 100,000 in the aggregate; (j) declared, paid or paid set aside for payment any dividend or other distribution (whether in cash, stock or property) in respect of their respective capital expenditures stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of capital stock or other securities of the Company, other than dividends and distributions to the Company or one if its wholly-owned subsidiaries; (k) (i) made any changes in any of the accounting methods used by it materially affecting its assets, liabilities or business, except for such changes required by GAAP; or (ii) made or changed any election relating to Taxes, adopted or changed any accounting method relating to Taxes, entered into any closing agreement relating to Taxes, filed any amended Tax Return, settled or consented to any claim or assessment relating to Taxes, incurred any obligation to make any payment of, or in respect of, any Taxes, except in the ordinary course of business, or agreed to extend or waive the statutory period of limitations for the assessment or collection of Taxes; (l) paid, loaned, modified or advanced any amount to, or sold, transferred or leased any material properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of their respective officers, directors or stockholders or any affiliate or associate of any of their officers, directors or stockholders, except for directors' fees, expense reimbursements in the ordinary course and compensation to officers at rates not inconsistent with the Company's past practice; (m) written-down the value of any inventory (including write-downs by reason of shrinkage or xxxx-down) or written off as uncollectible any notes or accounts receivable in excess of $25,000100,000 in the aggregate, except as required by GAAP; (n) suffered any impairment of any material Company Intellectual Property (as defined in Section 2.15(a)) or any material adverse change in any material Company Intellectual Property licensed from a third party, in each case, other than in the ordinary course of business consistent with past practice, or disposed of or disclosed (except as necessary in the conduct of its business) to a third party any Trade Secrets (as defined in Section 2.15(a) below) owned by the Company; (co) incurred granted, issued, accelerated, paid, accrued or agreed to pay or make any indebtedness accrual or arrangement for borrowed money payments or issued benefits pursuant to any Company Employee Plans (as defined in Section 2.17(a) below) except in accordance with the terms of the respective Company Employee Plans, or sold adopted any debt securitiesCompany Employee Plan, except or amended any Company Employee Plan in any material respect or in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business;; or (p) formed authorized or acquired agreed, whether in writing or disposed of otherwise, to take any interest action described in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 2.8.

Absence of Certain Changes. Except as set forth on Schedule 2.09, and except as otherwise permitted in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS since November 30, 1989, MSGI has not: (a) suffered borrowed or agreed to borrow any material adverse changefunds or incurred, or assumed or become subject to, whether directly or not caused by any deliberate act or omission way of GRS or any stockholder of GRS, in its condition (financial guarantee or otherwise), operations, assets, liabilities, business any obligation or prospects; liability (babsolute or contingent) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except Liabilities incurred in the ordinary course of business and consistent with past practice; (cb) incurred paid, discharged or satisfied any indebtedness for borrowed money Liabilities (in excess of $25,000) other than the payment, discharge or issued or sold any debt securities, except satisfaction in the ordinary course of business and consistent with past practice; (d) practice of Liabilities reflected or reserved against in the MSGI Financial Statements or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practice, since November 30, 1989; (ec) paid permitted or allowed any amount on of its property or assets to be subjected to any indebtedness prior to the due datemortgage, forgiven pledge, lien, security interest, encumbrance, restriction or canceled charge of any debts or claims or released or waived any rights or claimskind, except MSGI Permitted Exceptions under Section 2.10 hereof; (d) written off as uncollectible any notes or accounts receivable in excess of $25,000, in the aggregate, for MSGI (other than those reserved against in the MSGI Financial Statements) except for write-offs in the ordinary course of business and consistent with past practice, none of which is material; (fe) mortgagedcanceled any debts or waived any claims or rights of substantial value, pledged or subjected to any security interestsold, lien, lease transferred or other charge or encumbrance otherwise disposed of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (f) disposed of or disclosed to any person (other than an employee or representative of Santa Lucia, agents of Santa Lucia, or otherwise in the ordinary course of business) any trade secret not previously a matter of public knowledge; (g) suffered made any damage or destruction loan to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affectedinvestment in, or could materially adversely affectacquired the assets, its businessbusiness or securities of, any person; (h) acquired paid or disposed of any of its assets except granted nay increase in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of directors, officers, agents or employees (including any director such increase pursuant to any bonus, insurance, pension, profit-sharing or officer; (nother employee benefit plan or commitment) increased or any increase in the compensation of payable to any employee director, officer, agent or employee, except in the ordinary course of business for normal periodic increases made pursuant to MSGI's established compensation policies applied on a basis consistent with past practice; (o) made any payments to that of the prior two years or loaned any money to any person or entity except otherwise in the ordinary course of business; (pi) formed declared, paid or acquired or disposed of set aside for payment any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or ownership interest, or, directly or indirectly, redeemed, purchased or otherwise acquiredacquired any shares of its capital stock, ownership interest or other securities; (j) made any change in any accounting principles or practices, except as required by the financial Accounting Standards Board or its foreign equivalent and reflected in the MSGI Financial Statements; (k) paid, loaned or advanced any amount to, or sold, granted transferred or otherwise disposed ofleased any properties or assets to, directly or indirectlyentered into any agreement or arrangement with, any of its capital stock officers or securities directors or any rights "affiliate" or "associate"of any of its officers or directors (as such terms are defined in the rules and regulations of the SEC under the Securities Act), except for (i) directors' fees and compensation to acquire such capital stock or securitiesofficers at rates not exceeding the rates of compensation paid during the fiscal quarter ended September 30, or agreed to change the terms 1989, (ii) payments contemplated in subsection (h) hereof, and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (riii) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except advances for business expenses in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planbusiness; or (tl) entered into agreed, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoingaction described in this Section 2.9, except in the ordinary course of business consistent with past practiceas otherwise contemplate herein.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Balance Sheet to Date, except as reflected in the date of this AgreementFinancial Statements or in SCHEDULE 3.08, GRS the Company has notconducted its business in the ordinary course consistent with past practices and there has not been: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS Material Adverse Change or any stockholder event, occurrence, development or state of GRS, circumstances or facts which could reasonably be expected to result in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsa Material Adverse Change; (b) contracted for the purchase any declaration, setting aside or payment of any dividend or other distribution with respect to any Company Securities or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company; (c) any amendment of any outstanding security of the Company; (d) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money (other than in the ordinary course of business and in amounts and on terms consistent with past practices); (e) any creation or assumption by the Company of any material Lien on any asset; (f) any making of any loan, advance or capital contributions to or investment in any Person; (g) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets having of the Company which, individually or in the aggregate, has had or would reasonably be expected to have a cost Material Adverse Effect; (h) any transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in excess of $25,000 or paid any capital expenditures in excess of $25,000either case, except material to the Company, other than transactions and commitments in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered practices and those contemplated by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practicethis Agreement; (i) written up any change in any method of accounting or written down accounting practice by the carrying value of any of its assets, except in the ordinary course of business consistent with past practiceCompany; (j) changed any accounting principles methods (i) grant of any severance or practices followed termination pay to any director, officer or changed employee of the costing system Company, (ii) entering into of any employment, deferred compensation or depreciation methods other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of accounting for its assets;the Company, (iii) change in benefits payable under existing severance or termination pay policies or employment agreements or (iv) change in compensation, bonus or other benefits payable to directors, officers or employees of the Company; or (k) waived any material rights labor dispute, other than routine individual grievances, or forgiven any material claims; (l) lost, terminated activity or experienced proceeding by a labor union or representation thereof to organize any change in employees of the relationship with any employee, customer, joint venture partner or supplierCompany, which termination or change has materially and adversely affectedemployees were not subject to a collective bargaining agreement at the Balance Sheet Date, or could reasonably be expected to materially and adversely affectany lockouts, its business strikes, slowdowns, work stoppages or its assets; (m) increased the compensation of any director threats thereof by or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money respect to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any employees of the foregoing, except in the ordinary course of business consistent with past practiceCompany.

Absence of Certain Changes. Except as set forth on Schedule 2.8 or otherwise disclosed in Schedule 5.12the SEC Reports, from since the date of the GRS Balance Sheet to Sheet, the date of this AgreementCompany has conducted its business only in the ordinary course and consistent with past practice, GRS and has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsMaterial Adverse Effect; (b) contracted for materially increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the purchase of any capital assets having a cost in excess of $25,000 payment, discharge or paid any capital expenditures in excess of $25,000, except satisfaction in the ordinary course of business and consistent with past practice; (c) practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business and consistent with past practicepractice since the date of the Balance Sheet; (d) permitted or allowed any of its assets to be subjected to any Lien of any kind; (e) incurred or discharged any liabilities or obligations except indebtedness not in the ordinary course of business consistent with past practice; (e) paid or executed any amount guarantees on behalf of any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practiceperson; (f) mortgagedcanceled any material debts or waived any claims or rights of substantial value; (g) sold, pledged transferred or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (gh) suffered granted any damage general increase in the compensation of employees (including any such increase pursuant to any bonus, pension, profit sharing or destruction other plan or commitment), other than such increases as are consistent with the Company's past practice or required by agreement or understanding disclosed to the Investors; or experienced any material loss of personnel of the Company, material change in the terms and conditions of the employment of the Company's key personnel, loss of any of its assets (whether the five most highly compensated employees of the Company or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessentered into any written employment agreement with any Company employee; (hi) acquired made any capital expenditure or disposed of any of commitment for additions to its property, equipment or intangible capital assets except other than in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business and consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced made any change in the relationship with any employeemethod of accounting or accounting practice, customerchanged accountants or auditors or failed to maintain its books, joint venture partner or supplier, which termination or change has materially accounts and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except records in the ordinary course of business and consistent with past practice; (ok) made failed to maintain any payments to material properties or loaned any money to any person or entity except equipment in the good operating condition and repair, ordinary course of businesswear and tear excepted; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (rl) entered into any material agreement with any person transaction or group, made or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written material contract or oral) to do any of the foregoingcommitment, except in the ordinary course of business and consistent with past practice, or terminated or amended any material contract or commitment; (m) declared, paid or set aside for payment any dividend or other distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of its capital stock or other securities; (n) amended its Certificate of Incorporation or By-laws; (o) taken, suffered, or permitted any action which would render untrue any of the representations or warranties of the Company herein contained, and not omitted to take any action, the omission of which would render untrue any such representation or warranty; or (p) agreed in writing or otherwise committed to take actions in furtherance of, or otherwise taken, any action with respect to any of the matters described in this Section 2.8.

Absence of Certain Changes. Except as and to the extent set forth in Schedule 5.12the Company Financial Statements, from the date of the GRS Balance Sheet December 31, 1999 to the date of this Agreement, GRS has the Company did not: (a) suffered suffer any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsCompany Material Adverse Effect; (b) contracted for the purchase of incur any capital assets having a cost in excess of $25,000 liabilities or paid any capital expenditures in excess of $25,000obligations (absolute, accrued, contingent or otherwise) except non-material items incurred in the ordinary course of business and consistent with past practice, which neither singly or in the aggregate exceed $25,000 except under any line of credit existing on the December Balance Sheet (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves other than trade payables incurred in the ordinary course of business and consistent with past practice; (c) pay, discharge or satisfy any claim, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the December Balance Sheet or incurred in the ordinary course of business and consistent with past practice since December 31, 1999; (d) permit or allow any indebtedness of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any Liens, except for borrowed money Liens for current taxes not yet due or issued Liens the incurrence of which could not reasonably be expected to have a Company Material Adverse Effect; (e) write-down the value of any of its material inventory (including write-downs by reason of shrinkage or sold xxxx-down) or write-off as uncollectible any debt securitiesnotes or accounts receivable, except for immaterial write-downs or write-offs in the ordinary course of business and consistent with past practice and except for write-downs or write-offs for which reserves have been established on the December Balance Sheet; (f) cancel any debts or waived any claims or rights of substantial value; (g) sell, transfer, or otherwise dispose of any of its material properties or assets (real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (dh) incurred grant any increase in the compensation or discharged benefits of any liabilities director, officer, employee or obligations consultant of the Company (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation or benefits payable or to become payable to any director, officer, employee or consultant of the Company, except in the case of employees other than officers of the Company for such increases in compensation or benefits made in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business and consistent with past practice; (i) written up make any change in severance policy or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practicepractices; (j) changed make any accounting principles methods capital expenditure or practices followed or changed acquire any property, plant and equipment for a cost in excess of $50,000 per fiscal quarter in the costing system or depreciation methods of accounting for its assetsaggregate; (k) waived declare, pay or set aside for payment any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or other securities of the Company; (l) make any change in any method of tax or financial accounting or accounting practice or make or change any rights to acquire such capital stock election for federal, state, local or securitiesforeign tax purposes; (m) make any tax election, settle or compromise any federal, state, local or foreign income tax liability, or agreed to change waive or extend the terms and conditions statute of limitations in respect of any such rights paid any dividends or made any distribution to the holders of GRS' capital stocktaxes; (rn) entered pay, loan or advance (other than reasonable travel advances) any amount to, or sold, transferred or leased any material properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any material agreement with or arrangement with, any person of its officers, directors or group, shareholders or modified any affiliate or amended in any material respect the terms associate of any material of its officers, directors or shareholders except for directors' fees, and compensation to employees at rates not inconsistent with the Company's past practice or make any changes in its existing agreement except in the ordinary course borrowing or lending arrangements for or on behalf of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plansuch person; or (to) entered into agree, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoing, except action described in the ordinary course of business consistent with past practicethis Section.

Absence of Certain Changes. Except as set forth in on Schedule 5.122.8 attached hereto, from since the date of the GRS Balance Sheet to the date of this AgreementFinancial Statement Date, GRS there has not: not been any (a) suffered any material adverse changeMaterial Adverse Change in the business, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRSoperations, in its properties, assets, condition (financial or otherwise), operationsresults, assetsplans, liabilities, business strategies or prospects; prospects of any Seller Company; (b) contracted for the purchase of any capital assets damage, destruction or loss, whether covered by insurance or not, having a cost of $10,000 or more, with regard to Seller Companies’ property and business; (c) declaration, setting aside or payment of any dividend or distribution (whether in cash, ownership interest or property) with respect to any of the Equity Interests; (d) redemption or other acquisition of any of the Equity Interests; (e) increase in the compensation payable to or to become payable by any Seller Company to its officers or employees working in the Business or any adoption of or increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such officers or employees or any Affiliate of any Seller Company; (f) entry into any material Contract not in the ordinary course of business, including without limitation, any borrowing from any new lender or in excess of $25,000 the existing credit limits or paid any capital expenditure (except for the capital expenditures set forth in excess Schedule 2.30 attached hereto); (g) change by any Seller Company in accounting methods or principles or any write-down, write-up or revaluation of $25,000any Acquired Assets of any Seller Company, except depreciation accounted for in the ordinary course of business and write downs of inventory which reflect the lower of cost or market and which are in the ordinary course of business and in accordance with accrual accounting methods; (h) failure to promptly pay and discharge current liabilities or agree with any party to extend the payment of any current liability; (i) Lien placed on any of the Acquired Assets other than Permitted Liens; (j) sale, assignment, transfer, lease, license or otherwise placement of a Lien on any of the Acquired Assets, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any material debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; Claims; (k) waived sale, assignment, transfer, lease, license or otherwise placement of a Lien on any Intellectual Property rights or other intangible assets, disclosure of any material rights confidential information to any Person or forgiven abandoned or permitted to lapse any material claims; Intellectual Property rights; (l) lostmaking of, terminated or experienced commitment to make, any change charitable contributions or pledges exceeding in the relationship with any employee, customer, joint venture partner aggregate $25,000; or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director agreement, whether orally or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporationwriting, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except for losses incurred in the ordinary course of business, consistent with prior practice, that have been publicly disclosed at least five (5) days prior to the date hereof or as set forth on Schedule 3(h) hereof, since the date of the Company’s most recent 10-Q or 10-K, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations or prospects of the Company or any of its Subsidiaries. For purposes of this Section 3(h), the terms "Material Adverse Change" and "Material Adverse Development" shall exclude continuing losses that are consistent with the Company's historical losses. Except as disclosed in Schedule 3(h), since the date of the Company’s most recent audited financial statements contained in a Form 10-KSB, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends on its Common Stock; (ii) sold any assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business, consistent with prior practice; (iii) except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise3(h), operationshad capital expenditures, assetsindividually or in the aggregate, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 100,000; (iv) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (v) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business, consistent with prior practice, which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business, consistent with prior practice, during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business; (vi) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business, consistent with prior practice; (vii) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital expenditures stock; (viii) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in either case in excess of $25,000100,000, except in the ordinary course of business business, consistent with past prior practice; (cix) incurred sold, assigned or transferred any indebtedness for borrowed money patent rights, trademarks, trade names, copyrights, trade secrets or issued other intangible assets or sold intellectual property rights, or disclosed any debt securitiesproprietary confidential information to any person except to customers in the ordinary course of business, consistent with prior practice, or to the Purchasers or their representatives; (x) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (xi) made any changes in employee compensation except in the ordinary course of business and consistent with past practicepractices; (dxii) incurred made capital expenditures or discharged any liabilities or obligations except commitments therefor that aggregate in the ordinary course excess of business consistent with past practice$100,000; (exiii) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice[omitted]; (fxiv) mortgaged, pledged made charitable contributions or subjected to any security interest, lien, lease or other charge or encumbrance any pledges in excess of its properties or assets, except in the ordinary course of business consistent with past practice$10,000; (gxv) suffered any damage material damage, destruction or destruction to or loss of any of its assets (casualty loss, whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (hxvi) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived experienced any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship problems with any employee, customer, joint venture partner employee or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except senior management in the ordinary course of business consistent connection with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stocktheir employment; (rxvii) entered into effected any material agreement with any person two or group, or modified or amended in any material respect more events of the terms of any material existing agreement except foregoing kind which in the ordinary course of business consistent with past practice; (s) entered into, adopted aggregate would be material to the Company or amended any Employee Benefit Planits Subsidiaries; or (txviii) entered into any agreement (an agreement, written or oral) otherwise, to do take any of the foregoingforegoing actions. Except as set forth in Schedule 3(h), except in neither the ordinary course Company nor any of business consistent with past practiceits Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Between the respective dates of the Recent Balance Sheets and the date hereof, (a) there has not been any material change in the financial position, operations or results of operations of the GRS Balance Sheet Business, (b) the Sellers have conducted the operations of the Business in the ordinary course of business and (c) the Sellers have not, with respect to the date of this Agreement, GRS has notBusiness: (a) suffered paid any material adverse change, obligation or liability (including trade or account payables) other than in the ordinary course of business or accelerated the collection of (or discounted) any accounts or notes receivable (whether billed or not caused by any deliberate act or omission of GRS unbilled) or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsdeferred revenue; (b) contracted for sold, leased, assigned or transferred any of its tangible assets (including those included in the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000Purchased Assets), except in the ordinary course of business, or canceled without fair consideration any debts or claims owing to or held by it; (c) sold, assigned, licensed, sublicensed, transferred or encumbered any Intellectual Property or other intangible assets, disclosed any Confidential Information to any Person (other than the Buyer and the Buyer’s representatives) other than in the ordinary course of business consistent with past practice; (c) incurred how it was conducted prior to the date hereof, or abandoned or permitted to lapse any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practicePurchased Intellectual Property; (d) incurred made or discharged granted any liabilities bonus or obligations any wage or salary increase to any employee or group of employees (except as required by pre-existing Contracts or, in the ordinary course case of business non-officer employees, consistent with past practice), or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (e) paid incurred any amount on Indebtedness or incurred or become subject to any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claimsmaterial liability, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except liabilities incurred in the ordinary course of business; (pf) formed suffered any extraordinary Losses or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or waived any rights to acquire such capital stock of material value, whether or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except not in the ordinary course of business consistent with past practicebusiness; (sg) made any capital expenditures or commitments therefore that aggregate in excess of $50,000; (h) 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 Buyer; (i) engaged in any promotional sale, discount, price reduction or other activity that has had or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales that otherwise would be expected to occur in post-Closing periods; (j) entered into, adopted amended or amended terminated any Employee Benefit PlanMaterial Contract or Permit; or (tk) entered into any agreement (written other material transaction, whether or oral) to do any of the foregoing, except not in the ordinary course of business, or materially changed any business consistent with past practice.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12-------------------------- the Company SEC Documents filed prior to the date hereof, from since the date of the GRS Balance Sheet to Sheet, the date of this Agreement, GRS Company has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition working capital, financial condition, assets, liabilities (financial absolute, accrued, contingent or otherwise), operationsreserves, assetsbusiness, liabilities, business operations or prospects; (b) contracted for the purchase of incurred any capital assets having a cost in excess of $25,000 liabilities or paid any capital expenditures in excess of $25,000obligations (absolute, accrued, contingent or otherwise) except non-material items incurred in the ordinary course of business and consistent with past practice, none of which exceeds $100,000 (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) incurred paid, discharged or satisfied any indebtedness for borrowed money claim, liability or issued obligation (whether absolute, accrued, contingent or sold any debt securitiesotherwise) other than the payment, except discharge or satisfaction in the ordinary course of business and consistent with past practice; (d) practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practicepractice since the date of the Balance Sheet; (d) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for liens for current taxes not yet due; (e) paid written down the value of any amount on inventory (including write-downs by reason of shrinkage or xxxx-down) or written off as uncollectible any indebtedness prior to the due date, forgiven notes or canceled any debts or claims or released or waived any rights or claimsaccounts receivable, except for immaterial write-downs and write-offs in the ordinary course of business and consistent with past practice; (f) mortgagedcancelled any debts or waived any claims or rights of substantial value; (g) sold, pledged transferred, or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assetsassets (real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (gh) suffered disposed of or permitted to lapse any damage or destruction rights to or loss the use of any of its assets (whether or not covered by insurance) that has materially adversely affectedIntellectual Property, or could materially adversely affect, its business; (h) acquired or disposed of any or disclosed (except as necessary in the conduct of its assets except in the ordinary course business) to any person other than representatives of business consistent with past practiceParent any trade secret, formula, process, know-how or other Intellectual Property not theretofore a matter of public knowledge; (i) written up or written down the carrying value of granted any of its assets, except general increase in the ordinary course compensation of business consistent with past practiceofficers or employees (including any such increase pursuant to any bonus, pension, profitsharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee, and no such increase is customary on a periodic basis or required by agreement or understanding; (j) changed made any accounting principles methods single capital expenditure or practices followed commitment in excess of $10,000 for additions to property, plant, equipment or changed the costing system intangible capital assets or depreciation methods made aggregate capital expenditures and commitments in excess of accounting $50,000 (on a consolidated basis) for its additions to property, plant, equipment or intangible capital assets; (k) waived declared, paid or set aside for payment any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or other securities or any rights to acquire such capital stock or securities, or agreed to change of the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stockCompany; (rl) entered into made any material agreement with any person or group, or modified or amended change in any material respect the terms method of any material existing agreement except in the ordinary course of business consistent with past accounting or accounting practice; (sm) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered intointo any agreement or arrangement with, adopted any of its officers or amended directors or any Employee Benefit PlanAffiliate or Associate of any of its officers or directors except for directors' fees, and compensation to officers at rates not exceeding the rates of compensation paid during the year ended January 31, 1998; or (tn) entered into agreed, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoing, except action described in the ordinary course of business consistent with past practicethis section.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from (a) Since the date of the GRS Latest Balance Sheet to Date, except as disclosed in SCHEDULE 2.10, the date of this Agreement, GRS Company has notconducted the Business in the ordinary course consistent with past practice and there has not been: (ai) suffered Any material adverse change in the Condition of the Business or any event, occurrence or circumstance that could reasonably be expected to cause such a material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (bii) contracted for Any transaction or Contract with respect to the purchase purchase, acquisition, lease, disposition or transfer of any capital assets having a cost in excess of $25,000 Assets or paid any capital expenditures expenditure by the Company (in excess of $25,000each case, except other than in the ordinary course of business the Business consistent with past practice); (ciii) incurred Any declaration, setting aside or payment of any indebtedness dividend or other distribution with respect to the Common Stock or any other capital stock of the Company or any loan or advance to any officer, director or stockholder of the Company (except for borrowed money reasonable travel and business expense payments, or issued guaranteed or sold pledged collateral to support any debt securitiesloan or advance made to an officer, except in director or stockholder of the ordinary course of business consistent with past practiceCompany); (div) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due dateAny damage, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease destruction or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or casualty loss of any of its assets (whether or not covered by insurance) that has materially adversely affected), condemnation or could materially adversely affect, its businessother taking affecting the Business or the Assets of the Company; (hv) acquired Any change in any method of accounting or disposed accounting practice by the Company; (vi) Any increase in the compensation, commission, bonus or other direct or indirect remuneration paid, payable or to become payable to any officer, stockholder, director, consultant, agent or employee of the Company, or any alteration in the benefits payable or provided to any thereof; (vii) Any adverse change in the relationship of the Company with its assets except customers, suppliers or vendors; (viii) Except for any changes made in the ordinary course of Business, any change in any of the Company's business consistent with past practicepolicies, including advertising, marketing, selling, pricing, purchasing, personnel, returns or budget policies; (iix) written up or written down the carrying value of any of its assets, except Except in the ordinary course of business the Business, consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affectas disclosed in SCHEDULE 2.10, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed ofpayment, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to Liability of the holders of GRS' capital stock; (r) entered into any material agreement Company before the same became due in accordance with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planits terms; or (tx) entered into any Any agreement (or arrangement whether written or oral) oral to do any of the foregoing. (b) Except as set forth on SCHEDULE 2.10, except in the ordinary course of business consistent with Company has no Liability that is past practicedue.

Absence of Certain Changes. Except as and to the extent set forth in Schedule 5.122.1(i) hereto, from since March 31, 2018, the date of the GRS Balance Sheet to the date of this Agreement, GRS Company has not: (ai) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its working capital, condition (financial or otherwise), operations, assets, liabilities, business business, operations or prospectsprospects except that losses are continuing; (bii) contracted incurred any material liabilities or obligations except liabilities and payables incurred in the ordinary course of business and consistent with past practice, none of which exceeds $5,000 (counting obligations or liabilities arising from one transaction or a series or similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or experienced any increase in, or change in any assumption underlying or methods of calculating, any bad debt, contingency or other reserves; (iii) paid, discharged or satisfied any claim, liabilities or obligations (absolute, accrued, contingent or otherwise) other than the purchase payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since March 31, 2018; (iv) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any capital kind, other than taxes and general and special assessments not in default and payable without penalty of interest; (v) written off as uncollectible any notes or accounts receivable, except for write-offs in the ordinary course of business and consistent with past practice, none of which are material; (vi) canceled any debts or waived or suffered to lapse any claims or rights of substantial value, or sold, transferred, or otherwise disposed of any of its properties or assets having a cost in excess of $25,000 (real, personal or paid any capital expenditures in excess of $25,000mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (cvii) incurred disposed of or suffered to lapse any indebtedness for borrowed money rights to use any Toll Free Telephone Number, Domain Name, patent, trademark, trade name or issued copyright, or sold any debt securities, disposed of or disclosed (except as necessary in the ordinary course conduct of business consistent with past the Business) to any person any trade secret, formula, process or know-how; (viii) granted any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee, and, unless otherwise set forth in Schedule 2.1(i), no such increase is customary on a periodic basis or is required by agreement or understanding; (ix) [INTENTIONALLY OMITTED] (x) [INTENTIONALLY OMITTED] (xi) made any change in any method of accounting or accounting practice; (dxii) incurred paid, loaned or discharged advanced any liabilities amount to, or obligations except sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of its officers, directors, debt holders, Seller or employees or any “affiliate” or “associate” of any of its officers, directors, note holders, Seller or employees (as such terms are defined in Rule 405 promulgated under the ordinary course of business consistent with past practiceSecurities Act and as used herein, “Affiliate” and “Associate”); (exiii) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, in respect of debt for borrowed money except in the ordinary course for regularly scheduled payments of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially principal and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change accordance with the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planthereof; or (txiv) entered into agreed, whether in writing or otherwise, to take any agreement (written action described in this Section unless such action is specifically excepted from this Section or oral) to do any of the foregoing, except described in the ordinary course of business consistent with past practiceSchedule 2.1(i).

Absence of Certain Changes. Except as set forth in Schedule 5.12(a) Between December 31, from the date of the GRS Balance Sheet to 2013 and the date of this Agreement, GRS the Company and its Subsidiaries have conducted their respective businesses only in, and have not engaged in any material transaction other than in accordance with, the ordinary course of such businesses consistent with past practices and there has notnot been: (ai) suffered any event, change, effect, development, state of facts, condition, circumstance or occurrence (including any adverse change with respect to any event, change, effect, development, state of facts, condition, circumstance or occurrence existing on or prior to December 31, 2013) which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (ii) any material adverse changedamage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not caused covered by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsinsurance; (biii) contracted for the purchase any declaration, accrual, setting aside or payment of any dividend or other distribution with respect to any shares of capital assets having a cost stock of the Company or any of its Subsidiaries (except for dividends or other distributions by any direct or indirect wholly owned Subsidiary to the Company or to any wholly owned Subsidiary of the Company), or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its Subsidiaries; (iv) any material change in excess any method of $25,000 accounting or paid accounting practice or internal controls (including internal controls over financial reporting) by the Company or any capital expenditures of its Subsidiaries; (v) other than in excess of $25,000, except in accordance with the ordinary course of business consistent with past practice;, (A) any (x) material increase in the compensation payable or to become payable to the directors, officers or employees of the Company or its Subsidiaries or (y) payment to any director or officer of the Company or its Subsidiaries of any material bonus or any material profit-sharing or similar payment, or grant to any director or officer of the Company or its Subsidiaries of any rights to receive material severance, termination, change in control, retention, compensation or benefits or any Tax gross-up or (B) any establishment, adoption, entry into or amendment of any collective bargaining agreement, or any material bonus, profit sharing, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, in each case, other than as required under any Benefit Plan; and (cvi) incurred any indebtedness for borrowed money agreement by the Company or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) Subsidiaries to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth specifically contemplated by the Transaction Documents or otherwise disclosed in Schedule 5.12, from the date Section 3.9(s) of the GRS Disclosure Schedule, since the Balance Sheet Date, each Group Company has operated its Businesses and assets in the ordinary course consistent with past practice in all material respects. Without limitation to the date generality of this Agreementthe foregoing, GRS has notnone of the Group Companies has, since the Balance Sheet Date: (a) suffered entered into any transaction that was not in the ordinary course of business consistent with past practice; or made any material adverse change, whether or not caused by changes in the customary methods of operations of any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsGroup Company; (b) contracted for the purchase acquired, sold, transferred, leased, subleased, licensed or otherwise disposed of any material properties or assets, other than the sale of inventories in the ordinary course of business consistent with past practice; or permitted or allowed any assets to be subject to any Liens (other than Liens for Taxes in the ordinary course of business consistent with past practice that are not yet due and payable), or, except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of Liens related to any Group Company or paid or otherwise discharged any Liability; (c) written down or written up (or failed to write down or write up in accordance with the Applicable Accounting Standard consistent with past practice) the value of any accounts receivable or revalued any of the assets of the Group Companies, other than in the ordinary course of business consistent with past practice and in accordance with the Applicable Accounting Standard; (d) made any change in any method of accounting or accounting practice or policy used by any Group Company, other than such changes required by the Applicable Accounting Standard; (e) amended, terminated, cancelled or compromised any material claim of any Group Company or waived any other material right of value to any Group Company; (f) issued or sold any equity or debt securities, or any option, warrant or other right to acquire the same, of any Group Company; or redeemed any equity interest in any Group Company or declared, made or paid any dividends or other distributions (whether in cash, securities or other property) to the holders of equity interests in any Group Company; (g) made any capital assets having a cost expenditure or commitment for any capital expenditure in excess of $25,000 US$1,000,000 (or paid the equivalent thereof in another currency) individually or US$2,000,000 (or the equivalent thereof in another currency) in the aggregate; (h) made, revoked or changed any capital expenditures Tax election or method of Tax accounting or settled or compromised any material Liability with respect to Taxes of any Group Company; (i) incurred any Indebtedness or failed to pay any creditor any amount owed to such creditor when due; or incurred any Liability except Liabilities incurred in excess the ordinary course of $25,000business consistent with past practice that do not exceed US$1,000,000 individually (or the equivalent thereof in another currency) or US$2,000,000 (or the equivalent thereof in another currency) in the aggregate; (j) made any loan to, guaranteed any Indebtedness of or otherwise incurred any Indebtedness on behalf of any Person, other than travel advances and other advances made to employees in the ordinary course of business consistent with practice; (k) made any material change in any compensation or benefit arrangement or agreement with any employee of any Group Company; or made any amendments or modifications to the Company Share Incentive Plan or issued any Company Share Award thereunder; or amended, modified or supplemented award agreement relating to any Company Share Award; or accelerated the vesting of any Company Share Award other than in pursuant to this Agreement and the transactions contemplated hereby; (l) entered into any transaction with any Related Party other than in the ordinary course of business consistent with past practice; (m) terminated the employment of, or received any resignation from, any Senior Manager of any Group Company; (n) suffered any material labor dispute involving any Group Company or any of its respective employees; (o) amended, modified or consented to the termination of any Material Contract or the Group Companies’ rights thereunder (other than termination in accordance with its terms), or entered into any Material Contract, in each case, except in the ordinary course of business consistent with past practice; (cp) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived unreasonably terminated any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entitylease arrangements; (q) redeemed, purchased amended or otherwise acquired, restated the memorandum and articles of association (or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions equivalent organizational documents) of any such rights paid any dividends or made any distribution to the holders of GRS' capital stockGroup Company; (r) entered into merged or consolidated any material agreement Group Company with any person other Person or group, acquired all or modified or amended in any material respect substantially all of the terms assets of any material existing agreement except in the ordinary course of business consistent with past practiceother person; (s) entered intoliquidated, adopted dissolved, recapitalized, reorganized or amended otherwise wound up the Business or operations of any Employee Benefit PlanGroup Company; (t) suffered any Material Adverse Effect; or (tu) entered into any agreement (written agreed, whether in writing or oral) otherwise, to do take any of the foregoingactions specified in this Section 3.9 or granted any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in this Section 3.9, except in as expressly contemplated by this Agreement and the ordinary course of business consistent with past practiceother Transaction Documents.

Absence of Certain Changes. Except as set forth on Schedule 5.09 or as described in Schedule 5.12, from the date any of the GRS Balance Sheet to Bracknell Disclosure Documents, since, April 30, 2000, Bracknell and its Subsidiaries have conducted their business in all material respects in the date of this Agreement, GRS ordinary course consistent with past practices and there has notnot been: (a) suffered any material adverse changeevent, whether occurrence or not caused by development or state of circumstances or facts, which affects or relates to Bracknell, its Subsidiaries or the industries in which any deliberate act of them operate, which has had or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectswould reasonably be expected to have a Bracknell Material Adverse Effect; (b) contracted for the purchase any material amendment or termination of any capital material contact or material Lease relating to the Business other than in the ordinary course of business and which would, in the aggregate, not have a Bracknell Material Adverse Effect; (c) any material destruction, damage or other loss to any of the assets having of Bracknell or any of its Subsidiaries that is not covered by insurance and which would not, in the aggregate, have a cost in excess Bracknell Material Adverse Effect; (d) any material sale, lease or other disposition of $25,000 any of the assets of Bracknell or paid any capital expenditures in excess of $25,000its Subsidiaries, except other than assets sold, leased or otherwise disposed of in the ordinary course of business consistent with past practicepractice and which would not, in the aggregate, have a Bracknell Material Adverse Effect; (ce) incurred any indebtedness for borrowed money material purchase or issued lease of any assets by Bracknell or sold any debt securitiesof its Subsidiaries, except other than assets purchased or leased in the ordinary course of business consistent with past practicepractice which would not, in the aggregate, have a Bracknell Material Adverse Effect; (df) incurred any material increase in the compensation payable to any of the employees of Bracknell or discharged any liabilities or obligations of its Subsidiaries, except for increases in the ordinary course of business and consistent with past practice; (e) paid any amount on any indebtedness prior to the due datepractice and which would, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgagedaggregate, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice;not have a Bracknell Material Adverse Effect; or (g) suffered any damage agreement or destruction to commitment by Bracknell or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of Subsidiaries to take any of its assets except action described in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 5.09.

Absence of Certain Changes. Except Since March 31, 1998, except as set forth in Schedule 5.12, from the date any of the GRS Balance Sheet Motoguzzi Disclosure Schedules attached hereto, and except for costs, expenses or liabilities incurred or actions taken in connection with this Agreement and the transactions contemplated hereby (which costs, expenses and liability are to be paid by TRG), or action taken in furtherance of the date transactions identified in Items 1 through 4 of this AgreementSCHEDULE 3.08 of the Motoguzzi Disclosure Schedules attached hereto, GRS has notneither Motoguzzi nor any of the Motoguzzi Subsidiaries has: (a) suffered issued, delivered or agreed to issue any material adverse changestock, bonds or other corporate securities (whether authorized and unissued or not caused by any deliberate act or omission of GRS or any stockholder of GRS, held in its condition (financial or otherwisethe treasury), operationsor granted or agreed to grant any options (including employee stock options), assets, liabilities, business warrants or prospectsother rights for the issue thereof; (b) contracted for the purchase of borrowed or agreed to borrow any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, funds except in the ordinary course of business consistent with past practicepractices; (c) incurred any indebtedness for borrowed money obligation or issued liability, absolute, accrued, contingent or sold any debt securitiesotherwise, whether due or to become due, except current liabilities incurred in the ordinary course of business consistent with past practiceprior practice and liabilities to TRG which, together with other liabilities to TRG, OAM and their subsidiaries (other than Motoguzzi and the Motoguzzi Subsidiaries) shall not exceed $800,000 in the aggregate as of the Closing Date, or, when the foregoing representation is restated as of the Closing Date, such obligations or liabilities as do not either singly or in the aggregate, have a Motoguzzi Material Adverse Effect; (d) incurred sold, transferred, leased to others or discharged otherwise disposed of any liabilities or obligations except in assets outside of the ordinary course of business consistent with past practiceor canceled or compromised any debt or claim, or waived or released any right of substantial value; (e) paid received any amount on notice of termination of any indebtedness prior Material Contract or Permit or suffered any damage, destruction or loss if not covered by insurance, which, as to any of the due dateforegoing, forgiven or canceled any debts or claims or released or waived any rights or claims, except has resulted in the ordinary course of business consistent with past practice;a Motoguzzi Material Adverse Effect: (f) mortgagedencountered any labor union organizing activity, pledged labor disputes or subjected to had any security interestmaterial change in its relations with its employees or agents, lien, lease clients or other charge or encumbrance any of its properties or assets, except insurance carriers which has resulted in the ordinary course of business consistent with past practicea Motoguzzi Material Adverse Effect; (g) suffered paid any damage monies to TRG or destruction to OAM or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businesstheir subsidiaries; (h) acquired or disposed of suffered any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practiceMotoguzzi Material Adverse Change.

Absence of Certain Changes. Except Since December 31, 2010, Endwave, each of its Subsidiaries, and each of its and their predecessors have operated each of their businesses in the ordinary course consistent with each of their past practices, and since such date, except as contemplated by this Agreement, there has not been with respect to Endwave or any of its Subsidiaries any: (a) Material Adverse Change or any change, event, circumstance, condition or effect that would reasonably be expected to result in a Material Adverse Change; (b) failure to operate the Endwave Business in the ordinary course so as to use all commercially reasonable efforts to preserve the Endwave Business intact and to preserve the continued services of Endwave’s employees and goodwill of suppliers, customers and others having business relations with it; (c) amendment or change in the Endwave Charter Documents; (d) incurrence, creation or assumption of (i) any Encumbrance on any of its assets or properties (other than Permitted Encumbrances), (ii) any Liability for borrowed money, or (iii) any Liability as a guarantor or surety with respect to the obligations of others; (e) acceleration or release of any vesting condition to the right to exercise any option, warrant or other right to purchase or otherwise acquire any shares of its capital stock, or any acceleration or release of any right to repurchase shares of its capital stock upon the stockholder’s termination of employment or services with it or pursuant to any right of first refusal; (f) failure to pay any of its material obligations when due; (g) purchase, license, sale, grant, assignment or other disposition or transfer, or any agreement or other arrangement for the purchase, license, sale, assignment or other disposition or transfer, of any of its assets (including Endwave IP Rights (as defined in Section 3.13(a)) and other intangible assets), properties or goodwill other than the sale or non-exclusive license of its products or services to its customers in the ordinary course of its business consistent with its past practices; (h) damage, destruction or loss of any material property or material asset, whether or not covered by insurance; (i) declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, its capital stock, or any split, combination or recapitalization of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock or any change in any rights, preferences, privileges or restrictions of any of its outstanding securities (other than repurchases of stock in accordance with the Endwave Option Plan or applicable Contracts in connection with the termination of service of employees or other service providers); (j) except as set forth in Schedule 5.12, from the date on Section 3.10(j) of the GRS Balance Sheet Endwave Disclosure Schedule, change or increase in the compensation payable or to become payable to any of its officers, directors, employees or agents, or in any bonus, pension, severance, retention, insurance or other benefit payment or arrangement (including stock awards, stock option grants, stock appreciation rights or stock option grants) made to or with any of such officers, directors, employees or agents; (k) except as set forth on Section 3.10(k) of the Endwave Disclosure Schedule, change with respect to its management, supervisory or other key personnel, any termination of employment of a material number of employees, or any labor dispute or claim of unfair labor practices; (l) Liability incurred by it to any of its officers, directors or stockholders, except for normal and customary compensation and expense allowances payable to officers in the ordinary course of its business consistent with its past practices; (m) making by it of any loan, advance or capital contribution to, or any investment in, any of its officers, directors or stockholders or any firm or business enterprise in which any such person had a direct or indirect material interest at the time of such loan, advance, capital contribution or investment; (n) cancellation of any indebtedness or waiver of any rights of substantial value to it, other than in the ordinary course of its business consistent with its past practices; (o) entering into, amendment of, relinquishment, termination or nonrenewal by it of any Endwave Material Contract (or any other right or obligation) other than in the ordinary course of its business consistent with its past practices, any default by it under such Contract (or other right or obligation), or any written or, to Endwave’s knowledge, oral indication or assertion by the other party thereto of any material problems with its services or performance under such Endwave Material Contract (or other right or obligation) or such other party’s desire to so amend, relinquish, terminate or not renew any such Endwave Material Contract (or other right or obligation); (p) material change in the manner in which it extends discounts, credits or warranties to customers or otherwise deals with its customers; (q) (i) through the date of this Agreement, GRS has not: (a) suffered any material adverse change, whether or not caused entering into by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase it of any capital assets having Contract that by its terms requires or contemplates a cost current and/or future financial commitment, expense (inclusive of overhead expense) or obligation on its part that involves in excess of Fifty Thousand Dollars ($25,000 50,000) or paid (ii) entering into by it of any capital expenditures in excess of $25,000, except Contract not in the ordinary course of its business consistent with its past practice; (c) incurred practices, or the conduct of any indebtedness for borrowed money business or issued or sold any debt securities, except operations other than in the ordinary course of its business consistent with its past practicepractices; (dr) incurred making or discharged entering into any liabilities Contract with respect to any acquisition, sale or obligations except in the ordinary course transfer of business consistent with past practiceany material asset of Endwave; (es) paid any amount on change in accounting methods or practices (including any indebtedness prior to the due date, forgiven change in depreciation or canceled amortization policies or rates or revenue recognition policies) or any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value revaluation of any of its assets, except in the ordinary course of business consistent with past practice; (jt) changed any accounting principles methods or practices followed or changed deferral of the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation payment of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except accounts payable other than in the ordinary course of business; (p) formed , consistent with past practices, or acquired or disposed of any interest in any corporationdiscount, partnership, joint venture accommodation or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or concession made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except other than in the ordinary course of business business, consistent with past practice; (s) entered intopractices, adopted in order to accelerate or amended induce the collection of any Employee Benefit Planreceivable; or (tu) entered announcement of, any negotiation by or any entry into any agreement (written or oral) Contract to do any of the foregoing, except things described in the ordinary course of business consistent preceding clauses (a) through (t) (other than negotiations and agreements with past practiceGigOptix and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. (a) Except as set forth in Schedule 5.12required by this Agreement and the other Transaction Documents, from the date of the GRS Balance Sheet since December 31, 2007 to the date of this Agreementhereof, GRS Purchaser has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in operated its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice;practice in all material respects, and Purchaser has not (but only as it related to its business): (ci) incurred any indebtedness for borrowed money adopted a plan or issued agreement of complete or sold any debt securitiespartial liquidation, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due datedissolution, forgiven or canceled any debts or claims or released or waived any rights or claimsrestructuring, except in the ordinary course of business consistent with past practice; (f) mortgagedmerger, pledged or subjected to any security interestconsolidation, lienrestructuring, lease recapitalization or other charge or encumbrance any reorganization of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its Purchaser’s business; (hii) acquired entered into or disposed consummated any material acquisition of the business, stock, assets or other properties of any of its assets except in the ordinary course of business consistent with past practice; (i) written up other Person, or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customerdivestiture, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its other material business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in transaction outside the ordinary course of business. (iii) made any accounting changes except as required by GAAP or other body of recognized accounting principles employed by Purchaser in keeping its books and records; (piv) formed changed the organizational documents of Purchaser, or acquired changed the authorized or disposed issued capital stock of Purchaser (except for the issuance of shares capital stock of Purchaser issuable pursuant to options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any interest in character obligating Purchaser to issue any corporation, partnership, joint venture or other entityshares capital stock of Purchaser outstanding on the date hereof); (qv) redeemed, purchased failed to keep in full force and effect without material modification any existing policies or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any binders of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change insurance maintained in respect of the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stockPurchaser’s business; (rvi) entered into amended, terminated, cancelled or compromised any material agreement with claims of Purchaser (related to the Purchaser’s business) or waived any person or group, or modified or amended in any material respect other rights of substantial value to Purchaser (related to the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit PlanPurchaser’s business); or (tvii) entered into any agreement (written agreed, whether in writing or oral) otherwise, to do take any of the foregoingactions specified in this Section 4.10(a), except as expressly contemplated by this Agreement and the other Transaction Documents. (b) Since December 31, 2007, except as expressly contemplated by this Agreement, or specifically disclosed in any Purchaser SEC Report filed since December 31, 2007 and prior to the ordinary course date of business consistent with past practicethis Agreement, there has not been any Purchaser Material Adverse Effect.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Unaudited Interim Balance Sheet to the date of this AgreementSheet, GRS there has not: been (ai) suffered any no material adverse changechange to, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRSand no material adverse development in, in its the assets, liabilities, business, properties, operations, condition (financial or otherwise), operationsresults of operations or prospects of the Company or its Subsidiaries, assets(ii) no Material Adverse Effect, liabilities, business (iii) no satisfaction or prospects; (b) contracted for the purchase discharge of any capital assets having a cost in excess material lien, claim or encumbrance or payment of $25,000 or paid any capital expenditures in excess of $25,000obligation by the Company, except in the ordinary course of business consistent with past practice; and (civ) incurred any indebtedness for borrowed money or issued or sold any debt securitiesno waiver, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed , by the Company or acquired any Subsidiary of a material right or disposed of any interest in any corporationa material debt owed to it. Since the date of the Unaudited Interim Balance Sheet, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, neither the Company nor any of its capital stock Subsidiaries has (i) purchased any of its outstanding Common Stock (other than from its employees or securities or any rights other service providers in connection with the termination of their service pursuant to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights its equity compensation plans or agreements) or declared or paid any dividends or distributions, other than the CVRs, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of business, (iii) made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person change or groupmaterial amendment to, or modified or amended in any material respect the terms waiver of any material existing agreement except right, or termination of, any material Contract, (iv) had material transaction entered into or material capital expenditures, individually or in the aggregate, outside of the ordinary course of business consistent with past practice; or (sv) entered intoexperienced any loss of services of any executive officer (as defined in Rule 405 under the Securities Act), adopted other than as disclosed in the SEC Reports prior to the date hereof. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law, nor does the Company have any knowledge or amended reason to believe that its creditors (if any) intend to initiate involuntary bankruptcy proceedings or any Employee Benefit Plan; or (t) entered into actual knowledge of any agreement (written or oral) fact that would reasonably lead any such creditor to do any so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the foregoingdate hereof, except and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3.1(k), “Insolvent” means, with respect to any Person, (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in the ordinary course of which it is engaged as such business consistent with past practiceis now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from As of the date of hereof, except as identified on Schedule 2.7, since the GRS Balance Sheet to the date of this Agreement, GRS Date there has notnot been: (a) suffered any material adverse changechange in the financial condition, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operationsproperties, assets, liabilitiesLiabilities, business or prospectsoperations of the Entities that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) contracted for any contingent Liability incurred by any of the purchase Entities as guarantor or otherwise with respect to the obligations of others (other than any capital assets having a cost other Entity) in excess of $25,000 500,000, or paid any capital expenditures cancellation of any material debt or claim owing to any Entity, or waiver of any right that has had or would reasonably be expected to have, individually or in excess the aggregate, a Material Adverse Effect; (c) other than Permitted Liens, any Lien placed on any of $25,000the material properties of the Entities, except that remain in existence on the date hereof and that will remain in existence on the Closing Date; (d) any material obligation or Liability of any nature incurred by any of the Entities, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, other than obligations and Liabilities incurred in the ordinary course of business consistent with past practicepractice and in accordance with the terms of this Agreement; (ce) incurred any indebtedness purchase, sale or other disposition, or any agreement or other arrangement for borrowed money the purchase, sale or issued other disposition, of any of the material properties or sold assets of any debt securities, except Entity other than in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except practice and in accordance with the ordinary course terms of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practicethis Agreement; (f) mortgagedany material change in accounting principles, pledged methods or subjected to practices used by any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practiceEntity; (g) suffered any damage loss, damage, destruction or destruction other casualty to any Entity's property, plants, equipment or loss of any of its assets inventories (whether or not covered by insurance) that has materially adversely affectedhad or would reasonably be expected to have, individually or could materially adversely affectin the aggregate, its businessa Material Adverse Effect; (h) acquired or disposed any material change in the compensation levels of any Entity's senior executives, any material changes in the manner in which other employees are generally compensated or any provision of additional or supplemental benefits for its assets except employees generally, except, in each case, normal periodic increases or promotions effected in the ordinary course of business consistent with past practice; (i) written up any material commitment, guarantee, contractual obligation, capital expenditure or written down the carrying value of transaction entered into by any of its assetsEntity, except other than in the ordinary course of business consistent with past practice;, or any borrowing or other incurrence, assumption or guarantee of Indebtedness by any Entity other than short term Indebtedness owed to ONEOK or its Affiliates; or (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) understanding whether in writing or otherwise, for any Entity to do take any of the foregoingactions specified in paragraphs (a) through (i) above. For purposes of this Section 2.7, except in materiality, as to any matter, shall be determined with respect to all the ordinary course of business consistent with past practiceEntities, taken as a whole.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12, from the date Section 3.9 of the GRS Balance Sheet to Disclosure Letter, since March 31, 2001, neither the date of this Agreement, GRS Company nor any Subsidiary has not: (a) suffered experienced any material adverse change, event or condition which, individually or in the aggregate, has had or reasonably would be expected to have a Company Material Adverse Effect; provided, however, that none of the following shall be deemed to constitute and none of the following shall be taken into account in determining whether there has been or not caused will be a Company Material Adverse Effect: (A) any adverse change or effect (including any loss of employees, cancellation of, modification of, or delay in customer orders, or disruption, modification or termination of business relationships) including, without limitation, that relationship with Motorola, Inc.) arising from or relating to (1) changes that generally affect the industries and markets in which the Company and its Subsidiaries operate, or result from general political, economic or market conditions or general conditions in the economy or financial markets, or (2) the announcement or pendency of the Merger or the other transactions contemplated by this Agreement; (B) any deliberate act litigation or omission threat of GRS litigation filed or made after the date hereof challenging any of the transactions contemplated herein or any stockholder of GRS, shareholder litigation filed or made after the date hereof resulting from this Agreement or the transactions contemplated herein; or (C) the increase or decrease in its condition (financial the Company's stock price or otherwise), operations, assets, liabilities, business or prospects; trading volume as quoted on NASDAQ; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except conducted its business other than in the ordinary course of business consistent with past practice; practices, (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except (excluding trade credit incurred in the ordinary course of business consistent with past practice; practices) or issued any debt securities or assumed, guaranteed or endorsed the obligations of any other Person, (d) incurred other than sales or discharged dispositions of inventory in the ordinary course of business sold, transferred or otherwise disposed of any liabilities of its property or obligations except assets, (e) mortgaged or encumbered any of its property or assets, (f) suffered any material casualty losses not covered by insurance, (g) repurchased, redeemed or otherwise acquired any of its capital stock or any capital stock of any of the Subsidiaries, (h) declared, set aside or paid any dividend or other distribution in respect of its capital stock, (i) amended its Certificate of Incorporation or Bylaws (or similar organizational documents) or merged with or into or consolidated with any other Person, (j) split, combined or reclassified its capital stock, (k) issued or sold (or agreed to issue or sell) any of its equity securities or any options, warrants, conversion or other rights to purchase any such securities or any securities convertible into or exchangeable for such securities, or granted, or agreed to grant any such rights, other than grants, sales or issuances pursuant to Company Stock Options consistent with past practices (including as to amounts and extents) outstanding on the date of this Agreement, (l) increased the rates of compensation (including bonuses) payable or to become payable to any of its officers, directors, employees, agents, independent contractors or consultants other than customary merit raises made in the ordinary course of business consistent with past practice; practices (e) paid any amount on any indebtedness prior including as to the due dateamounts and extent), forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of entered into any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquirednew, or soldamended any existing, granted employment contracts, severance agreements or otherwise disposed of, directly consulting contracts or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, instituted or agreed to change institute any increase in benefits or altered its employment practices or the terms and conditions of employment, (n) except as otherwise required by law and as disclosed on the Company Financial Statements, changed, in any such rights paid material respect its underwriting, actuarial or Tax accounting methods, principles or practices, (o) entered into any dividends joint ventures or made partnerships of any distribution to the holders of GRS' capital stock; kind, or (rp) entered into any material agreement with any person contract, agreement, understanding or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) arrangement to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth on Schedule 2.09, and except as otherwise permitted in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS since November 30, 1989, MSGI has not: (a) suffered borrowed or agreed to borrow any material adverse changefunds or incurred, or assumed or become subject to, whether directly or not caused by any deliberate act or omission way of GRS or any stockholder of GRS, in its condition (financial guarantee or otherwise), operations, assets, liabilities, business any obligation or prospects; liability (babsolute or contingent) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except Liabilities incurred in the ordinary course of business and consistent with past practice; (cb) incurred paid, discharged or satisfied any indebtedness for borrowed money Liabilities (in excess of $25,000) other than the payment, discharge or issued or sold any debt securities, except satisfaction in the ordinary course of business and consistent with past practice; (d) practice of Liabilities reflected or reserved against in the MSGI Financial Statements or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practice, since November 30, 1989; (ec) paid permitted or allowed any amount on of its property or assets to be subjected to any indebtedness prior to the due datemortgage, forgiven pledge, lien, security interest, encumbrance, restriction or canceled charge of any debts or claims or released or waived any rights or claimskind, except MSGI Permitted Exceptions under Section 2.10 hereof; (d) written off as uncollectible any notes or accounts receivable in excess of $25,000, in the aggregate, for MSGI (other than those reserved against in the MSGI Financial Statements) except for write-offs in the ordinary course of business and consistent with past practice, none of which is material; (fe) mortgagedcanceled any debts or waived any claims or rights of substantial value, pledged or subjected to any security interestsold, lien, lease transferred or other charge or encumbrance otherwise disposed of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (f) disposed of or disclosed to any person (other than an employee or representative of Santa Lucia, agents of Santa Lucia, or otherwise in the ordinary course of business) any trade secret not previously a matter of public knowledge; (g) suffered made any damage or destruction loan to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affectedinvestment in, or could materially adversely affectacquired the assets, its businessbusiness or securities of, any person; (h) acquired paid or disposed of any of its assets except granted nay increase in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of directors, officers, agents or employees (including any director such increase pursuant to any bonus, insurance, pension, profit-sharing or officer; (nother employee benefit plan or commitment) increased or any increase in the compensation of payable to any employee director, officer, agent or employee, except in the ordinary course of business for normal periodic increases made pursuant to MSGI's established compensation policies applied on a basis consistent with past practice; (o) made any payments to that of the prior two years or loaned any money to any person or entity except otherwise in the ordinary course of business; (pi) formed declared, paid or acquired or disposed of set aside for payment any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or ownership interest, or, directly or indirectly, redeemed, purchased or otherwise acquiredacquired any shares of its capital stock, ownership interest or other securities; (j) made any change in any accounting principles or practices, except as required by the financial Accounting Standards Board or its foreign equivalent and reflected in the MSGI Financial Statements; (k) paid, loaned or advanced any amount to, or sold, granted transferred or otherwise disposed ofleased any properties or assets to, directly or indirectlyentered into any agreement or arrangement with, any of its capital stock officers or securities directors or any rights to acquire such capital stock "affiliate" or securities, or agreed to change the terms and conditions "associate" of any of its officers or directors (as such rights terms are defined in the rules and regulations of the SEC under the Securities Act), except for (i) directors' fees and compensation to officers at rates not exceeding the rates of compensation paid any dividends or made any distribution to during the holders of GRS' capital stock; fiscal quarter ended September 30, 1989, (rii) entered into any material agreement with any person or grouppayments contemplated in subsection (h) hereof, or modified or amended in any material respect the terms of any material existing agreement except and (iii) advances for business expenses in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planbusiness; or (tl) entered into agreed, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoingaction described in this Section 2.9, except in the ordinary course of business consistent with past practiceas otherwise contemplate herein.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not:(a) (a) suffered any material adverse changeSince it Latest Balance Sheet Date, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for DUSA has conducted the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except Business in the ordinary course of business consistent with past practice, except as disclosed on Schedule 2.10 hereof, and there has not been: (i) Any material adverse change in the Condition of the Business; (cii) incurred any indebtedness for borrowed money or issued or sold any debt securitiesAny damage, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease destruction or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or casualty loss of any of its assets (whether or not covered by insurance) that has materially adversely affected), condemnation or could materially adversely affect, its businessother taking affecting the Business or the Assets of DUSA; (hiii) acquired Any change in any method of accounting or disposed of any of its assets except in the ordinary course of business consistent with past practiceaccounting practice by DUSA; (iiv) written up or written down Except for the carrying value employment agreements with the two officers of any HOWCO that are a requirement of its assets, the asset sale by and between DUSA and HOWCO; potential employment agreements between DUSA and BRVant that DUSA is taking over as a result of the acquisition by DUSA of BRVant’s operations; and except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except normal increases granted in the ordinary course of business, any increase in the compensation, commission, bonus or other direct or indirect remuneration paid, payable or to become payable to any officer, member, director, consultant, agent or employee of DUSA, or any alteration in the benefits payable or provided to any thereof; (pv) formed Any material adverse change in the relationship of DUSA with its employees, customers, suppliers or acquired or disposed of any interest in any corporation, partnership, joint venture or other entityvendors; (qvi) redeemedExcept for the asset sale by and between DUSA and HOWCO, purchased or otherwise acquiredDUSA and BRVant, or sold, granted or otherwise disposed of, directly or indirectly, and except for any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or changes made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of Business, any material change in any of DUSA's business consistent with past practicepolicies, including advertising, marketing, selling, pricing, purchasing, personnel, returns or budget policies; (svii) entered into, adopted Any agreement or amended any Employee Benefit Plan; or (t) entered into any agreement (arrangement whether written or oral) oral to do any of the foregoing, except in the ordinary course of business consistent with . (viii) DUSA has no Liability that is past practicedue.

Absence of Certain Changes. Except as set forth in on Schedule 5.12, from the date of the GRS Balance Sheet to the date of 3.14 and as contemplated by this Agreement, GRS since the Balance Sheet Date, the Company has not: (a) suffered any material adverse changea Material Adverse Effect, whether or not caused by any deliberate act or omission of GRS the Company or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsOwner; (b) contracted for the purchase of any capital assets asset having a cost in excess of $25,000 5,000 or paid made any single capital expenditures expenditure in excess of $25,000, except in the ordinary course of business consistent with past practice5,000; (c) incurred any indebtedness for borrowed money (other than short-term borrowings in the ordinary course of business consistent with reasonable past practice) or issued or sold any debt securities; (d) incurred or discharged any material liabilities or obligations, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with reasonable past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled cancelled any debts claims or claims any debt in excess of $5,000 or released or waived any rights or claims, except in the ordinary course of business consistent with reasonable past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assetsAssets (other than statutory liens arising in the ordinary course of business consistent with reasonable past practice or other liens that do not materially detract from the value or interfere with the use of such properties or Assets); (g) suffered any damages or destruction to or loss of any Assets (whether or not covered by insurance) that has resulted, or might reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; (h) acquired or disposed of any Assets having an aggregate value in excess of $5,000, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with reasonable past practice; (i) written up or written down the carrying value of any of its assetsAssets, except other than accounts receivable in the ordinary course of business consistent with reasonable past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assetsAssets; (k) waived lost or terminated any material rights employee, customer or forgiven any material claimssupplier that has resulted, or might reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect; (l) lostincreased the compensation of any Owner, terminated director, officer, key employee or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsconsultant; (m) increased the compensation of any director or officer; employee (n) increased the compensation of any employee except for increases in the ordinary course of business consistent with reasonable past practice) or hired any new employee who, in either case, is expected to receive annualized compensation of $15,000 or more; (n) made any payments of cash or Assets to or loaned any money or Assets to any person or entity referred to in Section 3.26; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed formed, or acquired or disposed of any interest in in, any corporation, partnership, joint venture venture, limited liability company or other entity; (qp) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock stock, securities or securities other ownership interests or any rights to acquire such capital stock stock, securities or securitiesother ownership interests, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock, securities or other ownership interests or rights; (rq) entered into any material agreement providing for total payments in excess of $5,000 in any 12 month period with any person or group, or modified or amended in any material respect the terms of any material such existing agreement agreement, except in the ordinary course of business consistent with reasonable past practice; or except with AMP's consent, which consent will not be unreasonably withheld; (sr) entered into, adopted or amended any Employee Benefit Plan, except as contemplated hereby; or (ts) entered into any agreement (written commitment or oral) transaction, or experienced any event, that would materially interfere with its performance under this Agreement or any other agreements or document executed or to do any of the foregoingbe executed pursuant to this Agreement or otherwise has resulted, except or might reasonably be expected to result, individually or in the ordinary course of business consistent with past practiceaggregate, in a Material Adverse Effect.

Absence of Certain Changes. Except as set forth in Schedule 5.12Since September 30, from the date of the GRS Balance Sheet 1998, with respect to the date of this AgreementCenter, GRS Seller has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition (working capital, financial or otherwise), operationscondition, assets, liabilities, business or prospects, or suffered any material casualty loss (whether or not insured); (b) contracted for made any change in its business or operations or in the purchase manner of conducting its business, other than changes in the ordinary course of business; (c) incurred any capital assets having a cost in excess of $25,000 obligations or paid any capital expenditures in excess of $25,000liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except items incurred in the ordinary course of business and consistent with past practice, or experienced any change in any assumptions or methods of calculating any bad debt, contingency or other reserve; (d) paid, discharged or satisfied any claim, lien, encumbrance or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than claims, liens, encumbrances, or liabilities: (i) which are reflected in the Financial Information and which were paid, discharged or satisfied since the date thereof in the ordinary course of business consistent with past practice;, or (cii) which were incurred any indebtedness for borrowed money and paid, discharged or issued or sold any debt securitiessatisfied since September 30, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except 1998 in the ordinary course of business consistent with past practice; (e) paid written off as uncollectible any amount on notes or accounts receivable or any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claimsportion thereof, except for immaterial write-offs made in the ordinary course of business consistent with past practice; (f) mortgagedcanceled any other debts or claims, pledged or subjected to waived any security interestrights, lienof substantial value; (g) sold, lease transferred or other charge or encumbrance conveyed any of its properties or assets, except in the ordinary course of business consistent with past practice; (gh) suffered made any damage capital expenditures or destruction commitments in excess of $10,000 in the aggregate for replacements or additions to property, plant, equipment or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessintangible capital assets; (hi) acquired declared, paid or disposed of made or set aside for payment of, any distribution in respect of its assets except outstanding common stock, other than distributions made in the ordinary course of business consistent with past practice, or directly or indirectly redeemed, purchased or otherwise acquired any of its common stock; (ij) written up made any change in any method of accounting or written down accounting practice; (k) granted any increase in the carrying value compensation of any officer, employee or agent of its assetsSeller who performs services for or on behalf of the Center, except (including without limitation any increase pursuant to any bonus, pension, profit sharing or other plan or commitment), other than increases in the ordinary course of business consistent with past practice; (j) changed , or adopted any accounting principles methods such plan or practices followed other arrangement; and no such increase or changed the costing system adoption of any such plan or depreciation methods of accounting for its assets; (k) waived any material rights arrangement, is planned or forgiven any material claims;required; and (l) lostagreed, terminated whether in writing or experienced otherwise, to take any change action described in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 4.7.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Balance Sheet Date, the Targeted Businesses and each Target Subsidiary has conducted its respective business only in the ordinary and usual course consistent with past practice, and neither the Sellers (with respect to the date of this AgreementTargeted Businesses), GRS has notthe Targeted Businesses nor any Target Subsidiary has: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition consolidated financial condition, results of operations, assets, liabilities (financial absolute, accrued, contingent or otherwise), reserves, businesses or operations, assets, liabilities, business or prospects; (b) contracted for other than deferred revenues (calculated in a manner consistent with the purchase of Balance Sheet) and advertising expenses, including without limitation, media buys, incurred any capital assets having a cost in excess of $25,000 liability or paid any capital expenditures in excess of $25,000obligation (absolute, accrued, contingent or otherwise), except non-material obligations incurred in the ordinary course of business and consistent with past practice, which do not exceed $250,000 in the aggregate (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any Lease or other agreement providing for periodic installments or payments, at the total amount of such obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) incurred paid, discharged or satisfied any indebtedness for borrowed money claim, liability or issued obligation (whether absolute, accrued, contingent or sold any debt securitiesotherwise) in excess of $500,000 in the aggregate other than the payment, except discharge or satisfaction in the ordinary course of business and consistent with past practice; (d) practice of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practicepractice since the Balance Sheet Date; (d) permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any Encumbrance, except for liens for current taxes not yet due, and carriers liens, warehousemen's liens, materialman's liens and mechanic's liens, in each case which arise automatically by operation of law; (e) paid written off as uncollectible any amount on any indebtedness prior to the due date, forgiven notes or canceled any debts or claims or released or waived any rights or claimsaccounts receivable, except for write-offs in the ordinary course of business and consistent with past practice; (f) mortgagedcancelled any material debts or waived any claims or rights of substantial value; (g) sold, pledged transferred, or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assetsassets (real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (gh) suffered disposed of or permitted to lapse any damage or destruction rights to or loss the use of any of its assets (whether or not covered by insurance) that has materially adversely affectedIntellectual Property, or could materially adversely affect, its business; (h) acquired or disposed of or disclosed to any Person other than representatives of its assets except in the ordinary course Purchaser any trade secret, formula, process, know-how or other Intellectual Property not theretofore a matter of business consistent with past practicepublic knowledge and not subject to a confidentiality agreement; (i) written up or written down except as set forth on Part 3.12(i) of the carrying value of Disclosure Schedule, granted any of its assets, except increase in the ordinary course compensation of business consistent with past practiceofficers or employees of the Targeted Businesses (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any other general increase in the compensation payable or to become payable to any officer or employee of the Targeted Businesses, and no such increase is customary on a periodic basis or required by agreement or understanding; (j) changed except as set forth on Part 3.12(j) of the Disclosure Schedule, granted, issued, accelerated, paid, accrued or agreed to pay or make any accounting principles methods accrual or practices followed arrangement for payment of salary or changed the costing system other payments or depreciation methods of accounting for its assets;benefits pursuant to, or adopt or amend, any new or existing Plan. (k) waived made any material rights single capital expenditure or forgiven any material claimscommitment in excess of $1,000,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures and commitments in excess of $2,500,000 in the aggregate for additions to property, plant, equipment or intangible capital assets; (l) lostas to the Target Subsidiaries and Ventures only, terminated declared, paid or experienced set aside for payment any change dividend or other distribution in the relationship with any employee, customer, joint venture partner respect of its capital stock or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsmembership interests; (m) increased the compensation made any change in any method of any director accounting or officeraccounting practice other than those required by US GAAP; (n) increased the compensation paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of its Affiliates or any of its officers or directors or any Affiliate of any employee of its officers or directors except in for compensation to officers at rates not exceeding the ordinary course rates of business consistent with past practice;such fees and compensation paid during the year ended December 31, 2002; or (o) made agreed, whether in writing or otherwise, to take any payments to or loaned any money to any person or entity except action described in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis section.

Absence of Certain Changes. Except as set forth in Schedule 5.12Since August 31, from the date of the GRS Balance Sheet to the date of this Agreement2006, GRS such Constituent Company has not:: suffered any Material Adverse Change; (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 10,000 or paid any capital expenditures in excess of $25,00010,000, except in the ordinary course of business consistent with past practice; (cb) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (dc) incurred or discharged any material liabilities or obligations except in the ordinary course of business consistent with past practice; (ed) paid any amount on any indebtedness prior to the due date, forgiven or canceled any material debts or claims or released or waived any material rights or claims, except in the ordinary course of business consistent with past practice; (fe) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties Properties or assets, Company Assets; (f) suffered any damage or destruction to or loss of any Company Assets (whether or not covered by insurance) that has materially adversely affected its business; (g) acquired or disposed of any material Company Assets except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of businessbusiness consistent with past practice or loaned any money to any person or entity that is not reflected in the Financial Statements; (pi) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (qj) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of GRS' its capital stock; (rk) entered into or terminated any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (sl) entered into, adopted received any indication from any customer or amended any Employee Benefit Plansupplier that it intends to discontinue or change the terms of its relationship with each Constituent Company; (m) materially changed its accounting methods; or (tn) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in listed on Schedule 5.122.5, from between the date of the GRS Balance Sheet to Date and the date of this Agreement, GRS the Business has not: been operated in the ordinary course of business consistent with past practice (other than as provided in clause (g) below), and there has been no (a) suffered to Seller's Knowledge, event or occurrence that has had a Material Adverse Effect, (b) material amendment or termination of any Material Contract, Material Lease or material adverse changePermit relating to the Business, other than amendments or terminations in the ordinary course of business, (c) material destruction, damage or other loss to any of the Purchased Assets, whether or not caused covered by insurance, (d) material sale, lease, or other disposition of any deliberate act of the Purchased Assets, other than assets sold, leased or omission otherwise disposed of GRS in the ordinary course of business consistent with past practice, (e) material purchase or lease of any stockholder Purchased Assets, other than assets purchased or leased in the ordinary course of GRSbusiness consistent with past practice, (f) increase in its condition the compensation payable to any of the Employees, other than increases consistent with past practice, (financial g) renewal of a Telecom Contract other than in the ordinary course of business (provided that any such renewal shall be deemed to be in the ordinary course of business if it is on terms which, considered on an aggregate basis with all other renewals of and new Telecom Contracts, are not materially less favorable to the Business, after giving consideration to prevailing market factors), (h) incurrence of any material debts, liabilities or obligations other than in the ordinary course of business consistent with past practice, (i) payment, discharge or satisfaction of any material claim, liability or obligation (absolute, accrued, contingent or otherwise), operationsother than the payment, assetsdischarge of satisfaction of liabilities or obligations in the ordinary course of its business consistent with past practice, liabilities, business or prospects; (bj) contracted for the purchase creation of any capital assets having Lien other than a cost in excess Permitted Lien on any of $25,000 the Purchased Assets, (k) cancellation of any material debts owed to Seller, with respect to the Business, or paid waiver of any capital expenditures in excess claims or rights of $25,000substantial value, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated agreement or experienced commitment to take any change action described in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date Section 4.10 of the GRS Company Disclosure Schedule, since the Company Balance Sheet to Date, the date business of this Agreement, GRS the Company and its Subsidiaries has not: been conducted in the ordinary course consistent with past practices and there has not been (a) suffered any material adverse changeevent, whether occurrence, development or not caused by any deliberate act state of circumstances or omission of GRS facts that has had or any stockholder of GRSwould reasonably be expected to have, individually or in its condition (financial or otherwise)the aggregate, operations, assets, liabilities, business or prospects; a Company Material Adverse Effect; (b) contracted for any amendment to the purchase articles of incorporation or bylaws of the Company; (c) any split, combination or reclassification of any shares of the Company’s capital assets having a cost stock or declaration, setting aside or payment of any dividend or other distribution (whether in excess cash, stock or property or any combination thereof) in respect of the Company’s capital stock, or redemption, repurchase or other acquisition or offer to redeem, repurchase or otherwise acquire any Company Securities; (d) any sale, assignment, license or other transfer of any Necessary Intellectual Property or Company Intellectual Property (or any rights therein) or acquisition of any material Intellectual Property other than in the ordinary course of business consistent with past practices; (e) except as required by the terms of an applicable plan or agreement then in effect or as required or deemed advisable pursuant to applicable Law and except as would not result in an expense greater than $25,000 in the aggregate, (i) any increase in compensation, bonuses or paid other benefits payable to any capital expenditures in excess of $25,000director or executive officer or, except in the ordinary course of business consistent with past practice; practices, other employee of the Company or any of its Subsidiaries or (cii) incurred any indebtedness for borrowed money entering into, adoption or issued amendment in any material respect of any employment, change of control, severance, compensation, bonus, profit-sharing, stock option or sold other stock related rights or other forms of incentive or deferred compensation, retirement benefits or other benefit agreement, plan, arrangement or policy applicable to any debt securitiesdirector or executive officer or, except in the ordinary course of business consistent with past practice; practices, any other employee of the Company or any of its Subsidiaries; or (df) incurred any resolution, commitment or discharged agreement to take any liabilities or obligations except of the actions described in the ordinary course of business consistent with past practice; clauses (b) through (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 4.10.

Absence of Certain Changes. Except as set forth in on Schedule 5.124.07, from since the date of the GRS Balance Sheet to Date, CSTM and the date of this Agreement, GRS Subsidiaries have conducted their businesses in the ordinary course consistent with past practices and there has notnot been: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS Material Adverse Change or any stockholder event, occurrence, development or state of GRS, circumstances or facts which could reasonably be expected to result in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsa Material Adverse Change; (b) contracted for the purchase any declaration, setting aside or payment of any dividend or other distribution with respect to any CSTM Shares or any repurchase, redemption or other acquisition by CSTM of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, CSTM; (c) any amendment of any outstanding equity security of CSTM; (d) any incurring, assumption or guarantee by CSTM of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (e) any making of any loan, advance or capital contributions to or investment in any Person (excluding sales evidenced by any account receivable and excluding reasonable and customary advances for travel and other customary reimbursables); (f) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets having of CSTM which, individually or in the aggregate, has had or would reasonably be expected to have a cost Material Adverse Effect; (g) any transaction or commitment made, or any contract or legal agreement entered into, by CSTM relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by CSTM of any contract or other right, in excess of $25,000 or paid any capital expenditures in excess of $25,000either case, except material to CSTM, other than transactions, commitments, and contracts in the ordinary course of business consistent with past practicepractices and those contemplated by this Agreement; (ch) incurred any indebtedness for borrowed money change in any method of accounting or issued accounting practice by CSTM; (i) except as disclosed pursuant to Section 4.19, any (i) grant of any severance or sold termination pay to any debt securitiesdirector, except officer or employee of CSTM, (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of CSTM, (iii) change in benefits payable under existing severance or termination pay policies or employment agreements or (iv) change in compensation, bonus or other benefits payable to directors, officers or employees of CSTM; (j) any change in the business or operations or in the manner of conducting the business or operations of CSTM other than changes in ordinary course of business consistent with past practicebusiness; (dk) incurred any mortgage, pledge or discharged subjection of any liabilities properties or obligations assets to any claim, Lien or liability, except claims, Liens of the type described in the ordinary course of business consistent with past practiceSection 4.08.(a); (el) paid any amount on write-down of the value of any indebtedness prior to the due datematerial inventory, forgiven or canceled write-off of any notes or material accounts receivable or any material portion thereof as uncollectible, other than valuation reserves established for inventory, notes and receivables in accordance with generally accepted accounting principles; (m) any cancellation or release of any other debts or claims or released or waived any rights or claims, except in the ordinary course or waivers of business consistent with past practiceany rights; (fn) mortgagedany sale, pledged transfer or subjected to conveyance of any security interest, lien, lease or other charge or encumbrance any of its properties property or assets, except in the ordinary course of business consistent with past practice; (go) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affecteddisposition of, or could materially adversely affectlapse, its business; (h) acquired or disposed other failure to preserve the exclusive rights of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived CSTM to any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of businessIntellectual Property Right; (p) formed any agreement, whether in writing or acquired or disposed of otherwise, to take any interest action described in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 4.07.

Absence of Certain Changes. Except Since December 31, 2007, except as set forth in on Schedule 5.12, from the date 3.8 of the GRS Balance Sheet to Disclosure Schedule, and except for transactions contemplated by this Agreement or except as would not have a Material Adverse Effect on the date of this AgreementCompany, GRS the Company has conducted its business only in the ordinary course and consistent with past practice, and has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsMaterial Adverse Effect; (b) contracted incurred any liabilities or obligations (absolute, accrued, contingent or otherwise) except Current Liabilities incurred and liabilities under contracts entered into in the ordinary course of business and consistent with past practice (including obligations or liabilities arising from one transaction or a series of related or similar transactions, and all periodic installments or payments under any lease or other agreement providing for the purchase periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating any capital assets having a cost in excess of $25,000 bad debt, contingency or other reserves; (c) declared, set aside or paid any capital expenditures non-cash dividend or distribution in excess respect of $25,000shares of Company Common Stock or other securities of the Company or redeemed, purchased or otherwise acquired any shares of Company Common Stock or other securities of the Company; (d) except in conjunction with the conversion of Stockholder debt to equity, issued, delivered, or sold, or authorized the issuance, delivery or sale of, any share of Company Common Stock or any option or rights with respect thereto, or modification or amendment of any right of any holder of outstanding shares of Company Common Stock or options with respect thereto; (e) except in conjunction with the conversion of Stockholder debt to equity, paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent, known or unknown, or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since December 31, 2007; (f) permitted or allowed any of the assets or properties of the Company to be subjected to any Encumbrance, except for (i) warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business consistent with past practice securing sums which are not overdue, (ii) pledges or deposits to secure obligations under worker’s compensation laws or similar legislation, (iii) deposits to secure public or statutory obligations of the Company, (iv) deposits to secure surety, appeal or customs bonds in the ordinary course of business consistent with past practice; or (v) expressly disclosed as a Permitted Lien on Schedule 3.8 (collectively “Permitted Liens”); (cg) incurred written down the value of any indebtedness for borrowed money inventory or issued written off as uncollectible any notes or sold any debt securities, except in the ordinary course of business consistent accounts receivable with past practicea value greater than $25,000; (dh) incurred or discharged any liabilities or obligations except in conjunction with the ordinary course exchange of business consistent with past practiceCompany’s debts to Stockholders to stock, canceled any debts, or waived any claims or rights of substantial value; (ei) paid any amount on any indebtedness prior to the due datesold, forgiven transferred or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course otherwise disposed of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business and consistent with past practice; (j) changed disposed of or permitted to lapse any accounting principles methods rights to the use of any patent, trademark, trade name or practices followed copyright, or changed the costing system disposed of or depreciation methods disclosed to any Person other than an Affiliate, any invention, discovery, know-how, trade secret, formula, process or other intellectual property not theretofore a matter of accounting for its assetspublic knowledge; (k) waived granted any material rights general increase in the compensation of employees of the Company (including any such increase pursuant to any bonus, pension, profit sharing or forgiven other plan or commitment) or any material claimsincrease in the compensation payable or to become payable to any employee of the Company in excess of merit increases consistent with past practice, and no such increase is customary on a periodic basis or required by agreement or understanding; (l) lostmade any capital expenditure or commitment for capital expenditures, terminated other than those capital expenditures or experienced any change commitments that have been paid in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsfull; (m) increased made any change in any method of accounting or accounting practice or failed to maintain the compensation books and records of any director or officer; (n) increased the compensation of any employee except Company in the ordinary course of business and consistent with past practice; (n) failed to maintain any of its properties or equipment in good operating condition and repair, subject to ordinary wear and tear; (o) made failed to maintain in full force and effect all existing policies of insurance at least at such levels as were in effect prior to such date or canceled any payments such insurance or, to its knowledge, taken or loaned failed to take any money action that would enable the insurers under such policies to any person or entity except in avoid liability for claims arising out of occurrences prior to the ordinary course of business;Closing; or (p) formed or acquired or disposed of any interest agreed in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased writing or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, to take any of its capital stock or securities or any rights action with respect to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except matters described in the ordinary course of business consistent with past practicethis Section 3.8.

Absence of Certain Changes. Except Since the Latest -------------------------- Balance Sheet Date, except as set forth in this Agreement or in Schedule 5.122.5, from the date of Company has conducted the GRS Balance Sheet to Business in the date of this Agreement, GRS ------------ ordinary course consistent with past practices and there has notnot been: (a) suffered any Any material adverse change, whether or not caused by any deliberate act or omission change in the Condition of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsthe Business; (b) contracted for Any transaction or Contract with respect to the purchase purchase, acquisition, lease, disposition or transfer of any capital assets having a cost in excess of $25,000 Assets or paid to any capital expenditures expenditure, in excess of $25,000each case, except other than in the ordinary course of business consistent the Business in accordance with past practicepractice (either in a single or a series of related transactions), or creation of any Lien on any Asset; (c) incurred Any declaration, setting aside or payment of any indebtedness for borrowed money dividend or issued or sold other distribution with respect to any debt securities, except in shares of capital stock of the ordinary course of business consistent with past practiceCompany; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due dateAny damage, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease destruction or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or casualty loss of any of its assets (whether or not covered by insurance), condemnation or other taking materially and adversely affecting the Assets of the Company; (e) that has materially adversely affectedAny change in any method of accounting or accounting practice by the Company; (f) Any material increase in the compensation payable or to become payable to any officer, shareholder, director, consultant, agent, sales representative or full-time employee of the Company, or could materially adversely affectany alteration in the benefits payable to any thereof other than pursuant to this Agreement or the transactions or agreements contemplated hereby; (g) Any material adverse change in the relationships of the Company with its material suppliers, its businessvendors or customers; (h) acquired or disposed of Except for any of its assets except changes made in the ordinary course of the Business, any material change in any of the Company's business consistent with past practicepolicies, including advertising, marketing, pricing, purchasing, personnel, returns or budget policies; (i) written up or written down the carrying value of any of its assets, except Except in the ordinary course of business the Business, consistent with past practice; (j) changed , any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed ofpayment, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement Liability before it became due in accordance with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planits terms; or (tj) entered into any agreement (written Any material modification, termination, amendment or oral) to do any of the foregoing, except other alteration or change in the ordinary course terms or provisions of business consistent with past practiceany material Contract.

Absence of Certain Changes. Except as set forth in Schedule 5.123.11, from the date of the GRS Interim Company Balance Sheet Date to the date of this Agreement, GRS the Company has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS any Company, or any stockholder of GRSShareholder, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties Properties or assetsCompany Assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets Company Assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets Company Assets except in the ordinary course of business consistent with past practicepractice or as permitted by Section 1.04 hereof; (i) written up or written down the carrying value of any of its assetsthe Company Assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assetsthe Company Assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsCompany Assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of businessbusiness consistent with past practice; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of GRS' any Company's capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as and to the extent set forth in Schedule 5.123.15 attached hereto or in the April 30, from 1999 financial statements included in the date of the GRS Balance Sheet to the date of Financial Statements or as contemplated by this Agreement, GRS has notsince December 31, 1998, neither Seller nor the Company has, with respect to the Assets or the Business: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its Business, condition (financial or otherwise), operationsoperations or prospects or any event or occurrence which, assetsindividually or in the aggregate, liabilities, business or prospectscould reasonably result in a material adverse change; (b) contracted for operated the purchase of any capital assets having a cost Business other than in excess of $25,000 or paid any capital expenditures in excess of $25,000, the ordinary course; (c) except in the ordinary course of business consistent with past practicepractice of Conferencing, incurred any material obligations or liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due) or entered into any material agreements, commitments or transactions; (cd) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practicepractice of Conferencing, canceled any material debts or claims, written off as uncollectible or canceled any material notes or accounts receivable or any portion thereof, or waived any rights of material value; (de) incurred sold or discharged transferred any liabilities of its material properties or obligations Assets, real, personal, mixed, tangible or intangible other than in the ordinary course of business, consistent with past practice of Conferencing; (f) disposed of or permitted to lapse any Mark, Xxtent or Copyright, or any Mark, Xxtent or Copyright application or license (with respect to lapsing of a common law copyright, Seller's representation contained herein is given to the best of Seller's knowledge); (g) except in the ordinary course of business consistent with past practicepractice of Conferencing, and as described in Section 1.04 hereof, made any material capital expenditures or commitments for capital assets or deferred making any such capital expenditures or commitments for capital assets; (eh) paid made any amount on change in any indebtedness prior to the due dateaccounting practice, forgiven principle, policy or canceled any debts or claims or released or waived any rights or claims, method; (A) except in the ordinary course of business of Seller and in amounts consistent with past practicepractice of Conferencing, granted any general increase in the compensation of Employees of Seller or the Company employed in connection with the operation of the Business (including, without limitation, any increase pursuant to any bonus, pension, profit sharing or other plan, commitment or benefit), except the right granted to certain employees of Willxxxx Xxxmunications Group, Inc. ("WCG") and its Affiliates to purchase shares of stock of WCG at the initial public offering price, or (B) granted any increase in any compensation payable to any individual Employee of Seller or the Company employed in connection with the operation of the Business (other than increases given in connection with regular reviews in the ordinary course of business and in amounts consistent with past practice of Conferencing); (fj) mortgagedaccelerated any billing or collection efforts, pledged except for efforts to remedy past billing problems in a manner which would not adversely affect customer relationships, or subjected to deferred the payment of bills, liabilities or obligations; (k) made any security interest, lien, lease or other charge or encumbrance any of its properties or assets, advances (except in the ordinary course of business consistent with past practicebusiness) or any loans or capital contributions to or investments in any person; (gl) suffered any damage material damage, destruction or destruction to or casualty loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets); (m) increased failed to use reasonable efforts to (i) maintain intact and preserve the compensation of any director or officerbusiness organization material to the Business and (ii) preserve the business relationships with third parties material to the Business; (n) increased suffered or made any material change in personnel used in connection with the compensation of any employee except in Business, whether or not employed by Seller or the ordinary course of business consistent with past practice;Company; or (o) made agreed, whether in writing or otherwise, to take any payments action referred to or loaned any money to any person or entity except in this Section 3.15 in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicefuture.

Absence of Certain Changes. Except Since December 31, 1998, the business of Parent and its Subsidiaries has been conducted in the ordinary course consistent with past practices and there has not been: (a) any events, occurrences, developments or state of circumstances or facts that, individually or in the aggregate, have had or will have a Parent Material Adverse Effect; (b) as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not: (a) suffered any material adverse changedeclaration, whether setting aside or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase payment of any dividend or other distribution with respect to any shares of capital assets having a cost stock of Parent (other than the payment of regular quarterly dividends not in excess of $25,000 0.02 per share of Parent Stock, or paid any repurchase, redemption or other acquisition by Parent or any of its Subsidiaries of any outstanding shares of capital expenditures stock or other securities of, or other ownership interests in, Parent or any of its Subsidiaries; (c) as of the date of this Agreement, any amendment of any material term of any outstanding security of Parent or any of its Subsidiaries; (d) as of the date of this Agreement, any incurrence, assumption or guarantee by Parent or any of its Subsidiaries of any indebtedness for borrowed money other than in excess the ordinary course of $25,000business and in amounts and on terms consistent with past practices; (e) as of the date of this Agreement, except any creation or other incurrence by Parent or any of its Subsidiaries of any Lien on any material asset other than in the ordinary course of business consistent with past practicepractices; (cf) incurred as of the date of this Agreement, any indebtedness for borrowed money making of any material loan, advance or issued capital contributions to or sold investment in any debt securities, except Person other than to Parent or any of its direct or indirect wholly-owned Subsidiaries or in the ordinary course of business consistent with past practicepractices; (dg) incurred any damage, destruction or discharged other casualty loss (whether or not covered by insurance) affecting the business or assets of Parent or any liabilities of its Subsidiaries that has had or obligations except could reasonably be expected to have a Parent Material Adverse Effect; (h) as of the date of this Agreement, any transaction or commitment made, or any contract or agreement entered into, by Parent or any of its Subsidiaries relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by Parent or any of its Subsidiaries of any contract or other right, in either case, material to Parent and its Subsidiaries, taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered practices and those contemplated by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practicethis Agreement; (i) written up as of the date of this Agreement, any change in any method of accounting, method of tax accounting or written down the carrying value of accounting principles or practice by Parent or any of its assetsSubsidiaries, except for any such change which is not significant or which is required by reason of a concurrent change in GAAP or Regulation S-X under the ordinary course of business consistent with past practice;1934 Act; or (j) changed as of the date of this Agreement, any accounting principles methods (i) grant of any severance or practices followed termination pay to (or changed amendment to any existing arrangement with) any director, officer or (to the costing system or depreciation methods of accounting for its assets; (k) waived any extent material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner aggregate) employee of Parent or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital Subsidiaries,(ii) increase in benefits payable under any existing severance or termination pay policies or employment agreements,(iii) any entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of Parent or any of its Subsidiaries,(iv) establishment, adoption or amendment (except as required by applicable law) of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or securities other benefit plan or arrangement covering any director, officer or employee of the Parent or any rights of its Subsidiaries or (v) increase in compensation, bonus or other benefits payable to acquire such capital stock any director, officer or securitiesemployee of Parent or any of its subsidiaries, or agreed to change other than, in the terms and conditions case of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; clauses (ri) entered into any material agreement with any person or groupthrough (v), or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as and to the extent set forth in Schedule 5.12the Target Disclosure Schedule, from since the date of the GRS Balance Sheet to the date of this AgreementFinancial Statements, GRS Target has not: (a) suffered Suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition working capital, financial condition, assets, liabilities (financial absolute, accrued, contingent or otherwise), operationsreserves, assetsbusiness, liabilities, business operations or prospects; (b) contracted for the purchase of Incurred any capital assets having a cost in excess of $25,000 liabilities or paid any capital expenditures in excess of $25,000obligations (absolute, accrued, contingent or otherwise), except non-material items incurred in the ordinary course of business and consistent with past practice, or increased or experienced any change in any assumptions underlying, or methods of calculating, any bad debt, contingency or other reserves; (c) incurred Paid, discharged or satisfied any indebtedness for borrowed money claim, liabilities or issued obligations (absolute, accrued, contingent or sold any debt securitiesotherwise) other than the payment, except discharge or satisfaction in the ordinary course of business and consistent with past practice; (d) practice or liabilities and obligations reflected or reserved against in the Financial Statements or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practice, or pursuant to this Agreement and the transactions contemplated hereby, since the Balance Sheet Date; (d) Permitted or allowed any of its property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, except for liens for current taxes not yet due; (e) paid Become aware of any amount on any indebtedness prior to the due date, forgiven fact or canceled any debts event which materially adversely affects or claims or released or waived any rights or claims, except may in the ordinary course future materially adversely affect the financial condition, results of business consistent with past practiceoperations, business, properties, assets, liabilities, or future prospects of Target; (f) mortgagedCancelled any debts, pledged waived any claims or subjected rights or substantial value or accepted a purchase order, quotation, arrangement or understanding for future sale of services of Target, knowing that it will not result in a profit to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practiceTarget; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered Entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoingemployment agreement, except in the ordinary course of business consistent with past practice.as contemplated by this Agreement;

Absence of Certain Changes. Except as set forth in Section 3.6 of the Seller Disclosure Schedule 5.12or as contemplated by this Agreement, from since the date of the GRS Most Recent Business Balance Sheet to Sheet, (a) the Business Owning Entities have conducted the Business only in the ordinary course consistent with past practices and (b) there has not been any change or development, or combination of changes or developments that, individually or in the aggregate, would result in a Seller Material Adverse Effect. Without limiting the foregoing and except (i) as listed in Section 3.6 of the Seller Disclosure Schedule, (ii) in connection with a transaction described in Section 5.16, (iii) for any item that will not be a Liability of a Purchased Entity at Closing or (iv) as would not, individually or in the aggregate, result in a Seller Material Adverse Effect, since the date of this Agreementthe Most Recent Business Balance Sheet, GRS no Business Owning Entity (solely with respect to the Business conducted by it) has not:done any of the following (except that items (m) and (n) are limited to the Purchased Entities): (a) suffered incurred any material adverse changeLiabilities other than Liabilities incurred in the ordinary course of the Business consistent with past practice, whether or not caused by discharged or satisfied any deliberate act Lien (other than Permitted Liens) or omission paid any Liabilities other than in the ordinary course of GRS the Business consistent with past practice, or failed to pay or discharge when due any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsLiabilities; (b) contracted sold, assigned or transferred any of its assets or properties except (i) in the ordinary course of the Business consistent with past practice or (ii) Subject Assets; (c) except for the purchase borrowings from PGS or its Affiliates, created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any Lien any of its assets, other than Permitted Liens; (d) breached or defaulted under any material Contract to which it is a party, or made or suffered any amendment or termination of any capital material Contract to which it is party or by which it or its assets having related to the Business are bound or affected, or cancelled, modified or waived any debts or claims held by it, other than in the ordinary course of the Business consistent with past practice, or waived any rights of substantial value, whether or not in the ordinary course of the Business; (e) suffered any damage, destruction or loss, whether or not covered by insurance, adversely affecting the Business or assets used in the conduct of the Business, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of inventory shipments, supplies or utility services required by a cost Business Owning Entity, or suffered any change in excess its financial condition or in the nature of $25,000 its business or paid operations; (f) suffered any adverse change or any threat of an adverse change in its relations with, or any loss or threat of loss of, any of its major suppliers, customers, franchisees or distributors; (g) received notice or had knowledge of any actual or threatened labor trouble, strike or other occurrence, event or condition of any similar character; (h) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its officers or employees (excluding increases made to employees consistent with past practice), or made any increase in, or any additions to, other benefits to which any of its officers or employees may be entitled; (i) made any capital expenditures in excess of $25,000, expenditure or capital addition or betterment (including any capitalized lease transaction) except in the ordinary course of business the Business consistent with past practice, or made any capital investment in, or loan to, or acquisition of the securities or assets of, any Person other than a Purchased Entity or Subsidiary of a Purchased Entity outside the ordinary course of the Business or involving more than $1,000,000; (j) changed any of the accounting principles followed by it or the methods of applying such principles (the Purchasers recognizing, however, that consistent with the practices of the PGS Group, the Business Owning Entities follow IFRS, rather than GAAP, as of the Effective Date); (k) delayed or postponed the payment of accounts payable or other liabilities outside the ordinary course of the Business; (l) granted to a third party any Contracts or any rights under or with respect to any Intellectual Property other than any such rights granted in the ordinary course of the Business, including grants or licenses to customers in connection with licenses or sales of seismic data in the Multi-Client Library; (m) made or had any changes in its certificate of incorporation or bylaws (or similar organizational documents); (n) issued, sold or otherwise disposed of any equity interests, set aside or paid any dividend or other distribution on its equity interests, or redeemed, purchased or otherwise acquired any of its equity interests; (o) entered into any transaction with any director or executive officer other than payments of salary, other compensation, reimbursement of expenses and similar items in the ordinary course of the Business; (p) settled any material Tax Audit, made or changed any material Tax Election or filed any material amended Tax Return; (q) entered into any transaction other than (i) this Agreement and the Transactions and (ii) in the ordinary course of the Business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) agreed to do any of the foregoing, except ; or (s) received any notice of any development (exclusive of general economic factors affecting business in general and changes in the ordinary course of business consistent seismic acquisition business) or threatened development affecting customers, suppliers, employees or other entities that have contractual relations with past practicesuch Business Owning Entity.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12the Disclosure Schedules or on the Base Balance Sheet, from the date of the GRS Balance Sheet to the date of this Agreementsince December 31, GRS 1997, there has notnot been: (ai) suffered any material Any adverse changeeffect on or change in the business, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), assets, Liabilities, business, operations, assetsor results of operations of the Business, liabilitieswhether or not arising in the ordinary course of business in a manner consistent with past practices and otherwise consistent with the representations, business warranties, covenants and terms of this Agreement which, individually or prospectsin the aggregate, would have a Material Adverse Effect; (bii) contracted for Any contingent Liability or obligation relating to the purchase Business as guarantor or otherwise with respect to the obligations of others (or any modification thereof) or any cancellation of any capital assets having a cost in excess debt or claim of $25,000 50,000 or paid more owing to, or waiver of any capital expenditures in excess material right of, the Business, or any amendment or termination of $25,000, any Commitment except in the ordinary course of business in a manner consistent with past practicepractices, and otherwise consistent with the representations, warranties, covenants and terms of this Agreement; (ciii) Any mortgage, Encumbrance or lien placed on any of the properties used in the Business which remains in existence on the date hereof; (iv) Any obligation or Liability (as defined in Section 10.11) of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, incurred any indebtedness for borrowed money or issued or sold any debt securities, except in connection with the Business other than obligations and Liabilities incurred in the ordinary course of business in a manner consistent with past practicepractices, and otherwise consistent with the representations, warranties, covenants and terms of this Agreement; (dv) incurred Any purchase, sale or discharged other disposition, or any liabilities Commitment or obligations except other arrangement for the purchase, sale or other disposition, of any of the properties or assets relating to the Business involving the payment or receipt of more than $50,000 or which has not occurred in the ordinary course of business in a manner consistent with past practicepractices, and otherwise consistent with the representations, warranties, covenants and terms of this Agreement; (evi) paid Any damage, destruction or loss, whether or not covered by insurance, which, individually or in the aggregate, would have a Material Adverse Effect; (vii) Any declaration, setting aside or payment of any amount on dividend by SMI or the Company, or the making of any indebtedness prior other distribution in respect of the capital stock or other equity interest of SMI or the Company or any direct or indirect redemption, purchase or other acquisition by SMI or the Company of its own capital stock or other equity interest, except as described in Section 2.1(k) of the Disclosure Schedules; (viii) Any strikes, labor disputes or unfair labor practice charges involving the Business; (ix) Any change in the compensation (in the form of salaries, wages, incentive arrangements or otherwise) payable or to become payable by SMI or the Company to any officers, employees, agents or independent contractors of SMI or the Company, other than normal merit increases in the ordinary course of business (x) Any entering into or amendment of any employment, deferred compensation or severance agreement or any other agreement with any officer, director or employee, including any employee that earned $100,000 or more in fiscal year ended December 31, 1997 or is scheduled as of the date hereof and through the Closing Date to earn $100,000 or more in fiscal year ended December 31, 1998 (each a "Highly Compensated Employee") of SMI or the Company other than normal merit increases, or any establishment, adoption or entering into or amendment of any collective bargaining, bonus, incentive, deferred compensation, profit sharing, stock option or purchase, other equity-based rewards, insurance, pension, retirement, post-retirement, severance or other employee benefit plan; (xi) Any change, or the obtaining of information concerning a prospective change, with respect to any officers or management employees involved in the Business, any grant of any severance or termination pay to any officer, employee, agent, independent contractor or other Person involved in the Business or any increase in benefits payable under any existing severance or termination pay policies or employment agreement or relationship; (xii) Any payment or discharge of a material Encumbrance or Liability relating to the due date, forgiven Business which was not shown on the Base Balance Sheet or canceled any debts or claims or released or waived any rights or claims, except incurred in the ordinary course of business in a manner consistent with past practices, and otherwise consistent with the representations, warranties, covenants and terms of this Agreement; (xiii) Any payment made or obligation or Liability incurred by SMI or the Company to, or any other transaction by SMI or the Company with, any of its officers, managers, directors, stockholders, members, Highly Compensated Employees or independent contractors, or any loans or advances made by SMI or the Company to any of its Affiliates, officers, directors, managers, stockholders, members, Highly Compensated Employees or independent contractors, except normal compensation and expense allowances consistent with past practice; , or any prepayment of any loans from stockholders, members, officers, directors or managers (fif any) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business in a manner consistent with past practicepractices; (gxiv) suffered Any change in accounting methods or practices, return policies, credit practices, collection policies or payment policies used in the operation of the Business including, without limitation, any damage change in the recognition of income, the collection of accounts receivable or destruction the discharge or recording of payables relative to past practices, the increase or loss change in any assumptions underlying or methods of calculating any of its assets (whether bad debt, contingency or not covered by insurance) that has materially adversely affectedother reserves, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except failure to pay accounts payable in the ordinary course of business and in a manner consistent with past practicepractice and otherwise consistent with the representations, warranties, covenants (xv) Any cancellation or loss of any material right or asset, or waiver of any right, of the Business or any making of any tax election or settling or compromising of any federal, state, local or foreign income tax liability; (ixvi) written up Any factoring of receivables; (xvii) Any amendment to the organizational documents of SMI or written down the carrying value Company or the authorized or issued capital stock or equity interests of SMI or the Company, or any acquisition of any of its assets, except securities issued by any other business organization other than short-term investments in the ordinary course of business in a manner consistent with past practicepractices, and otherwise consistent with the representations, warranties, covenants and terms of this Agreement; (jxviii) changed To the knowledge of SMI, any accounting principles methods investigation by a Governmental Entity (as defined in Section 10.11) or practices followed Litigation (as defined in Section 10.11) threatened or changed the costing system or depreciation methods of accounting for its assetscommenced since such date; (kxix) waived any material rights Any change in the relationships with suppliers, distributors, brokers, sales representatives, licensees, licensors, customers or forgiven any material claimsothers with whom the Business has business relationships which, individually or in the aggregate, would have a Material Adverse Effect; (lxx) lost, terminated Any alteration or experienced any change in the relationship methods of operation employed by the Business, including without limitation, any markdowns or discounts, including future concessions or special arrangements associated or negotiated with any employeerespect to goods sold or to be sold which, customerindividually or in the aggregate, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetswould have a Material Adverse Effect; (mxxi) increased Any Product sold by SMI or the compensation of any director Company which includes significantly different decorative labeling or officer; (n) increased decorative cartons that had not been previously used by SMI or the compensation of any employee except in Company, other than the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit PlanCompany's new aromatherapy product line; or (txxii) entered into any Any agreement (written or oral) to do understanding, whether in writing or otherwise, that would result in any of the foregoing, except transactions or events or require SMI or the Company to take any of the actions specified in the ordinary course of business consistent with past practiceparagraphs (i) through (xxi) above.

Absence of Certain Changes. Except as set forth disclosed in Schedule 5.12, from the date of the GRS Balance Sheet 5.6 to the date of this AgreementMicron Disclosure Schedule, GRS since January 31, 1999, the Acquired Business has notbeen conducted in the ordinary course consistent with past practices by Micron and there has not been: (aA) suffered any acquisition by Micron relating to assets or business material adverse changeto the Acquired Business, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except other than in the ordinary course of business consistent with past practicepractices and as contemplated by this Agreement; (cB) incurred any indebtedness for borrowed money sale, lease or issued disposition by Micron relating to assets or sold any debt securitiesbusiness material to the Acquired Business, except other than in the ordinary course of business consistent with past practicepractices and as contemplated by this Agreement; (dC) incurred any (i) employment, deferred compensation, severance, retirement or discharged other similar agreement (or any liabilities amendment to any such existing agreement) entered into with any director, officer or obligations except employee of Micron engaged primarily in the operations of the Acquired Business, (ii) grant of any severance or termination pay to any director, officer or employee of Micron engaged primarily in the operations of the Acquired Business or (iii) change in compensation or other benefits payable to any director, officer or employee of Micron engaged primarily in the operations of the Acquired Business pursuant to any severance or retirement plans or policies thereof, in each case other than in the ordinary course of business consistent with past practice;practices. (eD) paid any amount on any indebtedness prior transaction by Micron relating solely to material assets or business of the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, Acquired Business except in the ordinary course of business as conducted as of January 31, 1999 and consistent with past practicepractices; (fE) mortgagedany destruction of, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets material to Micron relating to the Acquired Business taken as a whole (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business); (hF) acquired or disposed any material revaluation by Micron of any material assets of its the Acquired Business; (G) any amendment or termination of any material contract, agreement or license relating solely to material assets or business of the Acquired Business to which Micron is a party or by which it is bound except for amendments in the ordinary course of business consistent with past practicethat are not reasonably likely to have a Material Adverse Effect or scheduled expiration pursuant to the terms of the contract, agreement or license and not as a result of any breach; (iH) written up any loan by Micron relating to material assets or written down business of the carrying value Acquired Business to any person or entity, or incurring by Micron of any indebtedness (except for indebtedness incurred in the ordinary course under existing credit lines or arrangements set forth in Micron Disclosure Schedule) relating solely to material assets or business of its assetsthe Acquired Business; (I) any waiver or release of any material right or claim of Micron relating solely to material assets or business of the Acquired Business, except including any write-off or other compromise of any account receivable of Micron relating solely to material assets or business of the Acquired Business, other than in the ordinary course of business and consistent with past practicepractices; (jJ) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) by Micron to do any of the foregoing, except things described in the ordinary course of business consistent with past practicepreceding clauses (a) through (i) (other than this Agreement).

Absence of Certain Changes. Except Since March 31, 1998, except as set forth in Schedule 5.12, from the date any of the GRS Balance Sheet Motoguzzi Disclosure Schedules attached hereto, and except for costs, expenses or liabilities incurred or actions taken in connection with this Agreement and the transactions contemplated hereby (which costs, expenses and liability are to be paid by TRG), or action taken in furtherance of the date transactions identified in Items 1 through 4 of this AgreementSchedule 3.08 of the Motoguzzi Disclosure Schedules attached hereto, GRS has notneither Motoguzzi nor any of the Motoguzzi Subsidiaries has: (a) suffered issued, delivered or agreed to issue any material adverse changestock, bonds or other corporate securities (whether authorized and unissued or not caused by any deliberate act or omission of GRS or any stockholder of GRS, held in its condition (financial or otherwisethe treasury), operationsor granted or agreed to grant any options (including employee stock options), assets, liabilities, business warrants or prospectsother rights for the issue thereof; (b) contracted for the purchase of borrowed or agreed to borrow any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, funds except in the ordinary course of business consistent with past practicepractices; (c) incurred any indebtedness for borrowed money obligation or issued liability, absolute, accrued, contingent or sold any debt securitiesotherwise, whether due or to become due, except current liabilities incurred in the ordinary course of business consistent with past practiceprior practice and liabilities to TRG which, together with other liabilities to TRG, OAM and their subsidiaries (other than Motoguzzi and the Motoguzzi Subsidiaries) shall not exceed $800,000 in the aggregate as of the Closing Date, or, when the foregoing representation is restated as of the Closing Date, such obligations or liabilities as do not either singly or in the aggregate, have a Motoguzzi Material Adverse Effect; (d) incurred sold, transferred, leased to others or discharged otherwise disposed of any liabilities or obligations except in assets outside of the ordinary course of business consistent with past practiceor canceled or compromised any debt or claim, or waived or released any right of substantial value; (e) paid received any amount on notice of termination of any indebtedness prior Material Contract or Permit or suffered any damage, destruction or loss if not covered by insurance, which, as to any of the due dateforegoing, forgiven or canceled any debts or claims or released or waived any rights or claims, except has resulted in the ordinary course of business consistent with past practice;a Motoguzzi Material Adverse Effect: (f) mortgagedencountered any labor union organizing activity, pledged labor disputes or subjected to had any security interestmaterial change in its relations with its employees or agents, lien, lease clients or other charge or encumbrance any of its properties or assets, except insurance carriers which has resulted in the ordinary course of business consistent with past practicea Motoguzzi Material Adverse Effect; (g) suffered paid any damage monies to TRG or destruction to OAM or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businesstheir subsidiaries; (h) acquired or disposed of suffered any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practiceMotoguzzi Material Adverse Change.

Absence of Certain Changes. (a) Except as otherwise set forth in Schedule 5.123.9(a) attached hereto, from since the date of the GRS Company Balance Sheet to the date of this AgreementDate, GRS there has notnot been: (ai) suffered any event, circumstance or change that had or might have a material adverse effect on the business, operations, prospects, Properties, financial condition or working capital of the Company; (ii) any damage, destruction or loss (whether or not covered by insurance) that had or might have a material adverse effect on the business, operations, prospects, Properties or financial condition of the Company; or (iii) any material adverse changechange in the Company’s sales patterns, whether pricing policies, accounts receivable or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects;accounts payable. (b) contracted for Except as otherwise set forth in Schedule 3.9(b) attached hereto, since the purchase Company Balance Sheet Date, the Company has not done any of the following: (i) merged into or with or consolidated with, any other corporation or acquired the business or assets of any capital assets having a cost in excess Person; (ii) purchased any securities of $25,000 any Person; (iii) created, incurred, assumed, guaranteed or paid otherwise become liable or obligated with respect to any capital expenditures in excess of $25,000indebtedness, or made any loan or advance to, or any investment in, any person, except in each case in the ordinary course of business; (iv) made any change in any existing election, or made any new election, with respect to any tax law in any jurisdiction which election could have an effect on the tax treatment of the Company or the Company’s business operations; (v) entered into, amended or terminated any material agreement, except in each case in the ordinary course of business or in a manner that would not have a material adverse effect on the business, operations, Properties, or financial condition of the Company; (vi) made any change, whether written or oral, to any agreement or understanding with any of its material suppliers or customers; (vii) accelerated or delayed collection of any notes or accounts receivable in advance of or beyond their regular due dates or the dates when they would have been collected in the ordinary course of business consistent with past practicepractices; (cviii) incurred delayed or accelerated payment of any indebtedness for borrowed money accrued expense, trade payable or issued other liability beyond or sold any debt securities, except in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practicepractices; (dix) allowed its levels of Inventory to vary in any material respect from the levels customarily maintained; (x) sold, transferred, leased, mortgaged, encumbered or otherwise disposed of, or agreed to sell, transfer, lease, mortgage, encumber or otherwise dispose of, any Properties except (i) in the ordinary course of business, or (ii) pursuant to any agreement specified in Schedule 3.13; (xi) settled any claim or litigation, or filed any motions, orders, briefs or settlement agreements in any proceeding before any Governmental Authority or any arbitrator; (xii) incurred or discharged approved, or entered into any liabilities agreement or obligations except commitment to make, any expenditures in excess of $25,000 (other than those arising in the ordinary course of business or those required pursuant to any agreement specified in Schedule 3.13); (xiii) maintained its books of account other than in the usual, regular and ordinary manner in accordance with GAAP and on a basis consistent with prior periods or made any change in any of its accounting methods or practices that would be required to be disclosed under GAAP; (xiv) adopted any Company Plan or Company Benefit Program or Agreement, or granted any increase in the compensation payable or to become payable to directors, officers or employees (including, without limitation, any such increase pursuant to any bonus, profit-sharing or other plan or commitment), other than merit increases to employees in the ordinary course of business and consistent with past practice; (exv) paid suffered any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released extraordinary losses or waived any rights of material value; (xvi) made any payment to any Affiliate or claims, except forgiven any indebtedness due or owing from any Affiliate to the Company; (xvii) (A) liquidated Inventory or accepted product returns other than in the ordinary course course, (B) accelerated receivables, (C) delayed payables, or (D) changed in any material respect the Company’s practices in connection with the payment of business consistent with past practicepayables and/or the collection of receivables; (fxviii) mortgaged, pledged engaged in any one or subjected to any security interest, lien, lease more activities or other charge transactions with an Affiliate or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in outside the ordinary course of business; (pxix) formed split, combined or acquired reclassified any shares of its capital stock, or disposed of declared, set aside or paid any interest in dividends, or made any corporation, partnership, joint venture distributions or other entitypayments in respect of its equity securities, or repurchased, redeemed or otherwise acquired any such securities; (qxx) redeemed, purchased amended its articles of Incorporation or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, bylaws; (xxi) issued any of its capital stock or securities or any rights to acquire such capital stock or other securities, or agreed to change the terms and conditions of any such rights paid any dividends granted, or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with to grant, any person options, convertible rights, other rights, warrants, calls or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planagreements relating to its capital stock; or (txxii) entered into any agreement (written or oral) committed to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.12Since March 31, from 2000, the date business of the GRS Balance Sheet to Acquiror and its Subsidiaries has been conducted in the date of this Agreementordinary and usual course, GRS consistent with past practice, and there has notnot been: (a1) suffered any material adverse changeevent, whether occurrence, development or not caused by any deliberate act state of circumstances or omission of GRS facts which has had or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsis reasonably likely to have a Material Adverse Effect on the Acquiror; (b2) contracted for the purchase any amendment of any capital assets having a cost term of any outstanding security of the Acquiror or any of its Subsidiaries or to the Acquiror or any of its Subsidiaries' articles of incorporation or bylaws (or similar governing documents); (3) any (A) incurrence, assumption or guarantee by the Acquiror or any of its Subsidiaries of any indebtedness for borrowed money, or (B) assumption, guarantee, endorsement or otherwise by the Acquiror of any obligations of any other person, in each case, other than in the ordinary and usual course of business, consistent with past practice, and in amounts and on terms consistent with past practices; (4) any creation or assumption by the Acquiror or any of its Subsidiaries of any Lien on any material asset other than in the ordinary and usual course of business consistent with past practices; (5) prior to or on the date hereof, any making of any loan in excess of $25,000 100,000, or paid any capital expenditures aggregate loans in excess of $25,000250,000, except advance or capital contributions to or investment in any person, in each case, other than in the ordinary and usual course of business consistent with past practice; (c6) incurred any indebtedness for borrowed money change in any accounting policies or issued practices by the Acquiror or sold any debt securitiesof its Subsidiaries; or (7) any (A) employment, except deferred compensation, severance, retirement or other similar agreement entered into with any director, officer, consultant, partner or employee of the Acquiror or any of its Subsidiaries (or any amendment to any such existing agreement), (B) grant of any severance or termination pay to any director, officer, consultant, partner or employee of the Acquiror or any of its Subsidiaries, or (C) change in compensation or other benefits payable to any director, officer, consultant, partner or employee of the Acquiror or any of its Subsidiaries, except, in each case, in the ordinary course of business consistent or as required by Contract or applicable law with past practice; (d) incurred respect to employees of the Acquiror or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practiceSubsidiaries.

Absence of Certain Changes. Except as set forth in Schedule 5.12Since December 31, from the date of the GRS Balance Sheet to the date of this Agreement1996, GRS Seller has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition (working capital, financial or otherwise), operationscondition, assets, liabilities, business or prospects, or suffered any material casualty loss (whether or not insured); (b) contracted for made any change in its business or operations or in the purchase manner of conducting its business, other than changes in the ordinary course of business; (c) incurred any capital assets having a cost in excess of $25,000 obligations or paid any capital expenditures in excess of $25,000liabilities (whether absolute, accrued, contingent or otherwise and whether due or to become due), except items incurred in the ordinary course of business and consistent with past practice, or experienced any change in any assumptions or methods of calculating any bad debt, contingency or other reserve; (d) paid, discharged or satisfied any claim, lien, encumbrance or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), other than claims, liens, encumbrances, or liabilities: (i) which are reflected in the Financial Information and which were paid, discharged or satisfied since the date thereof in the ordinary course of business consistent with past practice;, or (cii) which were incurred any indebtedness for borrowed money and paid, discharged or issued or sold any debt securitiessatisfied since December 31, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except 1996 in the ordinary course of business consistent with past practice; (e) paid written off as uncollectible any amount on notes or accounts receivable or any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claimsportion thereof, except for immaterial write-offs made in the ordinary course of business consistent with past practice; (f) mortgagedcancelled any other debts or claims, pledged or subjected to waived any security interestrights, lienof substantial value; (g) sold, lease transferred or other charge or encumbrance conveyed any of its properties or assets, except in the ordinary course of business consistent with past practice; (gh) suffered made any damage capital expenditures or destruction commitments in excess of $10,000 in the aggregate for replacements or additions to property, plant, equipment or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessintangible capital assets; (hi) acquired declared, paid or disposed of made or set aside for payment of, any distribution in respect of its assets except outstanding common stock, other than distributions made in the ordinary course of business consistent with past practice, or directly or indirectly redeemed, purchased or otherwise acquired any of its common stock; (ij) written up made any change in any method of accounting or written down accounting practice; (k) granted any increase in the carrying value compensation of any officer, employee or agent of its assetsSeller who performs services for or on behalf of the Centers, except other than the Doctors (including without limitation any increase pursuant to any bonus, pension, profit sharing or other plan or commitment), other than increases in the ordinary course of business consistent with past practice; (j) changed , or adopted any accounting principles methods such plan or practices followed other arrangement; and no such increase or changed the costing system adoption of any such plan or depreciation methods of accounting for its assets; (k) waived any material rights arrangement, is planned or forgiven any material claims;required; and (l) lostagreed, terminated whether in writing or experienced otherwise, to take any change action described in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practicethis Section 4.7.

Absence of Certain Changes. Except as set forth in Schedule 5.123.11, from the date of the GRS Interim Balance Sheet Date to the date of this Agreement, GRS the Company has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS the Company, or any stockholder of GRSShareholder, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 10,000 or paid any capital expenditures in excess of $25,00010,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties Properties or assetsCompany Assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets Company Assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets Company Assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assetsthe Company Assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assetsthe Company Assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsCompany Assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of businessbusiness consistent with past practice; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of GRS' the Company's capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in on Schedule 5.12, from the date 2.9 of the GRS Company Disclosure Schedule or actions taken in connection with this Agreement, the Related Agreements and each of the other agreements, certificates or documents contemplated hereby or thereby, since the Balance Sheet to Date until the date of this Agreement, GRS has not: (a) suffered there has been no Company Material Adverse Effect and (b) there has not been, occurred or arisen any: amendments or changes to the Organizational Documents of the Company or any of its Subsidiaries; (i) material failure to pay accounts payable when due consistent with past practice or any delay in payment thereof or any renegotiation thereof, (ii) request by the Company or any of its Subsidiaries to materially accelerate the payment of any accounts receivable or (iii) change to or deviation from the Company’s or any of its Subsidiaries’ cash management practices, in each case except in the ordinary course of business and consistent with past practice; destruction of, damage to or loss of any material adverse change, assets or inventory of the Company or any of its Subsidiaries (whether or not caused covered by insurance), or loss of any deliberate act material business or omission customer of GRS the Company or any stockholder of GRSits Subsidiaries; actual, or to the Company’s knowledge, threatened or pending, work stoppage, labor strike or other labor trouble, or any actual, or to the Company’s knowledge, threatened or pending, Action, suit, claim, demand, labor dispute or grievance, or any other material dispute or incident relating to labor, employment or occupational safety involving the Company or any of its Subsidiaries, other than as set forth in Schedule 2.20; change in financial accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any of its condition (financial Subsidiaries; material revaluation by the Company or otherwise), operations, any of its Subsidiaries of any of its assets, liabilities, business including the writing down of the value of inventory or prospects; (b) contracted for the purchase writing off of any capital assets having a cost in excess of $25,000 notes or paid any capital expenditures in excess of $25,000accounts receivable, except in the ordinary course of business and consistent with past practice; ; variation in any inventory practices or failure to produce or procure and maintain inventory levels and amounts in a manner that is inconsistent with the ordinary course of business and consistent with past practice; grant to customers or clients of any rebates, price concessions, discounts or allowances other than in the ordinary course of business and consistent with past practice or agreed to a material reduction in rebates, price consents, discounts or allowances other than in the ordinary course of business and consistent with past practice; (ci) declaration, setting aside or payment of a dividend or other distribution (whether in cash, equity or property) on or with respect to or redemption or purchase by the DB1/ 124297106.28 17 Company or any of its Subsidiaries of any Company Security or Subsidiary Security or any Security Rights therefor, (ii) any split, combination or reclassification of any Company Security or Subsidiary Security, or (iii) any issuance or authorization of the issuance of any Company Security or Subsidiary Security or any Security Rights or any securities in respect of, in lieu of or in substitution for, any of the foregoing; (i) material increase in the salary or other compensation (of any type or form) payable or to become payable by the Company or any of its Subsidiaries to any of its Senior Employees, or to the gross amount payable or to become payable to the Company’s or any Subsidiary’s Employees taken as a whole, or (ii) material modification of any existing salary, bonus, commission, severance, equity compensation or other equity arrangement or any other compensatory arrangement with any such Person (including under any profit sharing, management by objectives, incentive, gainsharing, competency or performance plan), or material modification or waiver of any of the terms or conditions thereof or the performance or other criteria or condition to payment or earning thereof, or (iii) repricing of any right to acquire Company Securities or Subsidiary Securities or any amendment or acceleration or waiver of any vesting terms related to any award of, or award with respect to, any Company Securities or Subsidiary Securities held by any such Person, or (iv) declaration, payment, commitment, approval of, or undertaking of an obligation of any other kind for the payment by the Company or any of its Subsidiaries of a material bonus, commission or other additional salary, compensation or employee benefits to any such Person (including under any profit sharing, management by objectives, incentive, gainsharing, competency or performance plan); reductions-in-force or group layoffs by the Company or any of its Subsidiaries (which does not include individual terminations without cause or due to performance reasons); other than pursuant to an Employee Benefit Plan or otherwise in the ordinary course of business, (i) grant of any severance or termination pay or benefits to any Employee or entering into of any agreement with respect thereto; (ii) adoption or amendment of any employee benefit plan, change in control or retention agreement or severance plan; or (iii) except as set forth on Schedule 2.9(l)(iii) of the Company Disclosure Schedule, entering into any employment contract, extension of any employment offer, or payment or agreement to pay any bonus or special remuneration to any Employee other than the hiring of non-executive at-will employees, consultants or contractors in the ordinary course of business pursuant to the Company’s and its Subsidiaries’ standard hiring practices and without any change in control or severance obligations other than the Company’s and its Subsidiaries’ standard severance policy; except as set forth on Schedule 2.9(m) of the Company Disclosure Schedule, entering into of any agreement by the Company or any of its Subsidiaries, of any termination, extension, amendment or modification of the material terms of any agreement by the Company or any of its Subsidiaries, or any waiver, release or assignment of any material rights or claims thereunder, in each case except in the ordinary course of business and consistent with past practice; sale, lease, license or other disposition of any of the material assets or properties of the Company or any of its Subsidiaries, or creation of any Lien on such assets or DB1/ 124297106.28 18 properties, except sales or non-exclusive licenses of Company Products or co-marketing agreements regarding use of the Company’s trademarks, trade dress, logos, or other marketing materials, in each case, in the ordinary course of business and consistent with past practice; loan by the Company or any of its Subsidiaries to any Person, incurrence by the Company or any of its Subsidiaries of any Indebtedness (except for trade payables incurred in the ordinary course of business), guarantee by the Company or any indebtedness for borrowed money of its Subsidiaries of any Indebtedness, issuance or issued or sold sale of any debt securitiessecurities of the Company or any of its Subsidiaries or purchase of or guaranteeing of any debt securities of others, except for advances to Employees for travel and business expenses in the ordinary course of business and consistent with past practice; waiver or release of any right or claim of the Company or any of its Subsidiaries, including any write-off or other compromise of any account receivable of the Company or any of its Subsidiaries, except in the ordinary course of business and consistent with past practice; ; commencement, or written notice or threat of commencement of any Action, lawsuit or proceeding against or investigation of the Company or any of its Subsidiaries or their affairs, or commencement of any litigation by the Company or any of its Subsidiaries, or settlement of any Action, lawsuit, proceeding or investigation (dregardless of the party initiating the same) incurred other than as set forth in Schedule 2.20; (i) transfer or discharged sale by the Company or any liabilities of its Subsidiaries of any rights to the Company Intellectual Property or obligations except the entering into of any license agreement (other than non- exclusive end user license agreements entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with past practice; (e) paid practices that do not include any amount on any indebtedness prior rights with respect to source code), distribution agreement, reseller agreement, security agreement, assignment or other conveyance or option for the foregoing, pursuant to which rights to the due dateCompany Intellectual Property are granted, forgiven transferred or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected sold to any security interestPerson, lien, lease (ii) purchase or other charge acquisition of any Intellectual Property or encumbrance the entering into of any license agreement (other than Off-the-Shelf Software Licenses), distribution agreement, reseller agreement, security agreement, assignment or other conveyance or option for the foregoing, pursuant to which material rights to the Intellectual Property of any Person are purchased, acquired or obtained by the Company or any of its properties Subsidiaries, (iii) material change in pricing or assets, except in royalties set or charged by the ordinary course of business consistent with past practice; (g) suffered any damage Company or destruction to or loss of any of its assets (whether Subsidiaries to its customers or not covered licensees or in pricing or royalties set or charged by insurance) that has materially adversely affected, Persons who have licensed Intellectual Property to the Company or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except Subsidiaries (other than Off-the-Shelf Software Licenses, in the ordinary course of business consistent each case with past practice; no recurring license fee) or (iiv) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affectedentering into, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed amendment of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution agreement with respect to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms development of any material existing agreement except in the ordinary course Intellectual Property with a third party or pursuant to which any Person is granted marketing, manufacturing or similar rights with respect to any material Company Intellectual Property; agreement, or material modification to any agreement, pursuant to which any Person was granted marketing, distribution, development, manufacturing or similar rights of business consistent any type or scope with past practicerespect to any material Company Products, Services or Company Intellectual Property; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. (i) Since the Latest Year-End Balance Sheet Date, except as described on Schedule 2.1(r) or contemplated under Article III, there has not been (A) to the Shareholders' knowl- edge, any material adverse change in the assets, liabilities, results of operations, financial condition, business or pro- spects of the Company, (B) any damage, destruction, loss or casualty to property or assets of the Company, whether or not covered by insurance, which property or assets are material to the operations or business of the Company, (C) except as con- templated under Article III, any declaration, setting aside or payment of any dividend or distribution (whether in cash, stock or property) in respect of the capital stock of the Company or any redemption or other acquisition by the Company of any of the capital stock of the Company or any split, combination or reclassification of shares of capital stock declared or made by the Company, or (D) to the Shareholders' knowledge, any agreement to do any of the foregoing. (ii) Except as set forth in on Schedule 5.122.1(r), from since the date of the GRS Latest Year-End Balance Sheet Date, there have not been, with respect to the date of this Agreement, GRS has not: Company (aA) suffered any material adverse changeassets mortgaged, whether pledged or not caused by made subject to any deliberate act lien, charge or omission of GRS other encum- brance, (B) any material liability or obligation (absolute, accrued or contingent) incurred or any stockholder of GRSmaterial bad debt, contingency or other reserve increase suffered, except, in its condition (financial or otherwise)each such case, operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business and consistent with past practice; , (cC) incurred any indebtedness for borrowed money material claims, liabilities or issued obligations (absolute, accrued or sold any debt securitiescontingent) paid, except discharged or satisfied, other than the payment, discharge or satisfac- tion, in the ordinary course of business and consistent with past practice; (d) , of claims, liabilities and obligations reflected or reserved against in the Financial Statements or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practice; prac- tice since the date xx xhe Latest Year-End Balance Sheet Date, (eD) paid any amount on any indebtedness prior to the due datematerial guarantees, forgiven checks, notes or canceled any debts or claims or released or waived any rights or claimsaccounts receiv- able written off as uncollectible, except write-offs in the ordinary course of business and consistent with past practice; , (fE) mortgaged, pledged any material write down of the value of any asset or subjected to any security interest, lien, lease invest- ment on the Company's books or other charge or encumbrance any of its properties or assetsrecords, except for depreciation and amortization taken in the ordinary course of business and consistent with past practice; , (gF) suffered to the Shareholders' knowl- edge, any damage or destruction to or loss cancellation of any material debts or waiver of its any material claims or rights of substantial value, or sale, transfer or other disposition of any material properties or assets (whether real, personal or not covered by insurancemixed, tangible or intangible) that has materially adversely affectedof su1bstantial value, or could materially adversely affectexcept, its business; (h) acquired or disposed of any of its assets except in each such case, in transactions in the ordinary course of business and consistent with past practice; (i) written up or written down the carrying value of practice and which in any of its assets, except event do not exceed $50,000 in the ordinary course aggregate, (G) any single capital expenditure or commitment in excess of business consistent with past practice; (j) changed any accounting principles methods $5,000 for additions to property or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affectedequipment, or could reasonably be expected aggregate capital expenditures and commitments in excess of $50,000 (on a combined basis) for additions to materially and adversely affectproperty or equipment, its business or its assets; (mH) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except other material transactions entered into other than in the ordinary course of business; , (pI) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) agree- ments to do any of the foregoing, except in or (J) any other events, developments or conditions of any character that have had or are reasonably likely to have a material adverse effect on the ordinary course assets, liabilities, results of operations, financial condi- tion, business consistent with past practiceor prospects of the Company.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Balance Sheet most recent Audited Company Financial Statements and through the date hereof, each of the Company and its Subsidiaries has conducted its business in the ordinary course and in a manner consistent with past practice, and there has not been any event, change, occurrence or circumstance that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Without limiting the generality of the foregoing, since the date of this Agreementthe most recent Audited Company Financial Statements and through the date hereof, GRS has notneither the Company nor any of its Subsidiaries has: (a) suffered any material adverse changeacquired (including by merger, whether consolidation, acquisition of stock or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwiseequity), operationsor purchased substantially all of the assets of, assetsany Person, liabilities, or business or prospectsdivision thereof (other than inventory in the ordinary course of business consistent with past practice); (b) contracted for the purchase of incurred, assumed, guaranteed or discharged any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000Indebtedness, except in the ordinary course of business consistent with past practice; (c) incurred amended, modified or authorized the amendment of its certificate of incorporation, certificate of formation, limited liability company agreement, partnership agreement or bylaws or similar organizational or formation documents; (d) sold, leased, transferred, mortgaged, assigned or encumbered any indebtedness for borrowed money of the material assets, tangible or issued intangible, reflected on the Current Balance Sheet or sold any debt securitiesmaterial assets acquired after the Current Balance Sheet Date, except for (i) personal property sold or otherwise disposed of in the ordinary course of its business consistent with past practice and (ii) Permitted Liens; (e) except as set forth on Section 3.7(e) of the Company Disclosure Schedules, exclusively licensed, sold, transferred, abandoned or permitted to lapse any material Company Intellectual Property or material Exclusively Licensed IP; (f) waived or cancelled any material claim or rights, account receivable or trade account outside of the ordinary course of business or in excess of $100,000 in the aggregate; (g) suffered any material destruction, damage or loss of any asset (whether or not covered by insurance) exceeding $200,000; (h) entered into any commitment for capital expenditures under which there remains outstanding payments or expenditure obligations exceeding $200,000 in the aggregate; (i) made any change in accounting methods, principles or practices or changed any of the assumptions underlying, or methods of calculating, any bad debt, contingency or other reserve; (j) made any loan to any Person; (k) made any change in its trade payables and trade receivables and other credit, collection and payment policies, including without limitation (i) acceleration of collections or receivables (including through the use of discounts for early payment, requests for early payment or otherwise) and (ii) failure to pay payables when due or delay in payment of payables compared to past practices (including continuation of past practices with respect to early payment of payables to obtain the benefit of any payment discounts); (l) settled any legal, judicial, administrative or arbitral Proceedings, hearings, orders, investigations, audits, charges, complaints or claims that required payment in excess of $150,000 or imposed any material limitation on the conduct of the Company or any of its Subsidiaries; (m) increased the salary or hourly wage, bonus opportunity, incentive compensation, equity or equity-based compensation, severance entitlement or other compensation or benefits of any Relevant Service Provider whose annualized base compensation exceeds $100,000, other than as required under the terms of any Company Plan as in effect as of immediately prior to the date hereof and provided to Parent or as may be required by Law; (n) accelerated, terminated, made modifications to, or canceled any Company Material Contract or any Contract that, if in effect as of the date of this Agreement, would have been a Company Material Contract and, to the Knowledge of the Company, been informed that any other party thereto has done so; (o) issued, sold or otherwise permitted to become outstanding any Equity Securities, or split, combined, reclassified, repurchased or redeemed any of its Equity Securities; (p) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts; (q) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization; (r) declared, set aside or paid any dividends or distributions to its stockholders or otherwise in respect of any Equity Securities of the Company or purchase or redeem any of its capital stock; (s) established, adopted, amended, modified or terminated any Company Plan; (t) terminated the employment of or hired any Relevant Service Provider whose aggregate annualized compensation exceeds, or is expected to exceed, $100,000; (u) changed or made any material Tax election, filed or cause to be filed any material amended Tax Return, surrendered any right to claim a material Tax refund or credit, settled or compromised any material federal, state, local or non-U.S. Tax liability or agreed to extend the statute of limitations in respect of any material amount of Taxes; (v) increased the amount reserved for, or reserved any new amounts for, payment of any contingent Tax liability except in the ordinary course of business; (w) entered into any lease that would be categorized as a capital lease under GAAP, other than in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (tx) entered into any agreement (written authorized, agreed, resolved or oral) committed to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.123.07, from the date of the GRS Balance Sheet July 1, 2005 to the date of this Agreement, GRS Seller has not: (a) suffered any material adverse changeMaterial Adverse Change, whether or not caused by any deliberate act or omission of GRS Seller or any stockholder of GRSthe Stockholder, in its condition (financial or otherwise), operations, assets, liabilities, business liabilities or prospectsbusiness; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 5,000 or paid any capital expenditures in excess of $25,0005,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practicepractice which shall be satisfied at Closing; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lienLien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practiceAssets; (g) suffered any damage or destruction to or loss of any of its assets the Assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets Assets except in the ordinary course of business consistent with past practice; (i) written up or written down increased the carrying value compensation of any of its assets, Section 3.05 Employee except in the ordinary course of business consistent accordance with past practiceSchedule 3.05; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of businessbusiness consistent with past practice or loaned any money to any person or entity that is not reflected in Seller's financial statements as disclosed to buyer; (pk) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (ql) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of GRS' the Seller's capital stock; (rm) entered into or terminated any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (sn) entered into, adopted or amended any Employee Benefit Plan; (o) received any indication from any customer or supplier that it intends to discontinue or change the terms of its relationship with Seller; (p) materially changed its accounting methods; or (tq) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth on Schedule 4.5 --------------------------- ------------ or as disclosed in Schedule 5.12the Company SEC Documents, from since March 30, 2000, neither the date Company nor any of the GRS Balance Sheet to the date of this Agreement, GRS Subsidiaries has not: (a) suffered any material adverse change, whether change or not caused by any deliberate act or omission of GRS or any stockholder of GRS, development in its assets, business, operations, condition (financial or otherwise), operationsor results of operations (but not prospects) which has had a Material Adverse Effect. Except as set forth on Schedule 4.5 or as disclosed in the Company SEC ------------- Documents, assetssince March 30, liabilities2000, the Company and the Subsidiaries have conducted their business in the ordinary and usual course consistent with past practices and have not (a) sold, leased, mortgaged, pledged, transferred or prospects; (b) contracted for the purchase otherwise disposed of any capital material assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except (other than dispositions in the ordinary course of business consistent with past practice; practices), (b) terminated or amended in any material respect any Material Contract or Real Property Lease (or any series of related contracts or series of related leases that are, in either such case, in the aggregate, material) to which the Company or the Subsidiaries is a party or to which it is bound or to which its properties are subject, (c) incurred made any indebtedness change in the accounting methods or practices it follows, whether for borrowed money general financial or issued tax purposes, (d) incurred, created or sold suffered to exist any debt securitiesEncumbrances (other than Permitted Encumbrances) on its assets, (e) increased the compensation payable or to become payable to any of its Executive Officers or increased any bonus, severance, accrued vacation, insurance, pension or other employee benefit plan, payment or arrangement made by the Company or any of the Subsidiaries for or with any such Executive Officers, in each case outside of the ordinary course of business, (f) suffered any labor dispute, strike, or other work stoppage with respect to their respective employees, (g) except as may be provided in the Real Property Leases, made or obligated itself to make (in one transaction or in a series of related transactions) any capital expenditures, capital additions or betterments in excess of $5 million outside the ordinary course of business, (h) except as may be provided in the Real Property Leases, entered into any contract or other agreement (or series of related contracts or agreements) requiring the Company or a Subsidiary to make payments in excess of $5 million other than in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due datebusiness, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up declared, set a record date, set aside, authorized the payment of, or written down the carrying value of paid any dividends or other distribution, whether in cash or property, on account of, or repurchased any of its assetsthe outstanding shares of capital stock or other securities of, except in or other ownership interest in, the ordinary course of business consistent with past practice; Company, (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated suffered or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in dealings between the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, Company and any of its capital stock suppliers which supply goods or securities or any rights services to acquire such capital stock or securitiesthe Company which has had a Material Adverse Effect on the Company, (k) paid to, or agreed to change the terms and conditions of received any such rights paid any dividends payment from, or made or received any distribution to the holders of GRS' capital stock; (r) investment in, or entered into any material agreement transaction or series of transactions (including without limitation, the purchase, sale, exchange or lease of assets, property or services, or the making of a loan or guarantee) with any person or groupAffiliate in excess of $5 million (other than transactions involving Entertainment Properties Trust, a real estate investment trust), or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (tl) entered into any agreement or commitment (written contingent or oralotherwise) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Since May 2, 2001, there have been no material changes in the condition, financial or otherwise, of any of the assets or any of the liabilities, business, prospects or operations of MCC or the business of MCC, other than changes which in the aggregate have not been materially adverse to the business, finances or operations of MCC. Without limiting the foregoing, since May 2, 2001 other than in the ordinary course of business: 4.16.1 MCC has not materially altered the nature of the business of MCC as carried on or made any material change in the products and services it supplies; 4.16.2 Except as set forth in Schedule 5.12the MCC disclosure schedule, from the date MCC has not borrowed or agreed to borrow any funds or incurred, or assumed or become subject to, whether directly or by way of the GRS Balance Sheet to the date of this Agreementguarantee or otherwise, GRS has not: (a) suffered any material adverse change, whether obligation or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted liability for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000borrowed money, except payables incurred in the ordinary course of business and consistent with past practice; (c) incurred 4.16.3 MCC has not paid, discharged or satisfied any indebtedness for borrowed money claim, liability or issued obligation other than the payment, discharge or sold any debt securities, except satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the MCC Interim Balance Sheet or trade payables incurred in the ordinary course of business and consistent with past practice; 4.16.4 MCC has not permitted or allowed any of its property or assets (dreal, personal or mixed, tangible or intangible) incurred to be subjected to any lien of any kind; 4.16.5 MCC has not written down the value of any inventory or discharged written off as uncollectible any liabilities notes or obligations accounts receivable, except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which is material; 4.16.6 Except as set forth in the MCC disclosure schedule, MCC has not cancelled any debts or waived any claims or rights of substantial value, waived any statute of limitation or sold, transferred, or otherwise disposed of any of its properties or assets (real, personal or mixed, tangible or intangible), except sales of immaterial assets in the ordinary course of business and consistent with past practice; 4.16.7 MCC has not licensed or disposed of or permitted to lapse any rights to the use of any MCC Intellectual Property (eas defined hereinafter); 4.16.8 MCC has not granted any increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) paid or any increase in the compensation payable or to become payable to any officer or employee; 4.16.9 MCC has not made any capital expenditure or commitment therefor in excess of $10,000 individually or in the aggregate; 4.16.10 MCC has not paid, loaned or advanced any amount on to, or sold, transferred or leased any indebtedness prior to the due dateproperties or assets (real, forgiven personal or canceled mixed, tangible or intangible) to, or entered into any debts agreement or claims or released or waived any rights or claimsarrangement with, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties officers, directors or assets, except in the ordinary course of business consistent with past practice; any Affiliate (gas defined hereinafter) suffered any damage or destruction to or loss associate of any of its assets (whether officers, directors or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessstockholders; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced 4.16.11 MCC has not made any change in the relationship with any employee, customer, joint venture partner accounting policies or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetspractices of MCC; (m) increased the compensation of 4.16.12 MCC has not issued any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or any other securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any redemption or other acquisition of any capital stock of MCC or any declaration, setting aside, or payment of any dividend or distribution of any kind with respect to any shares of capital stock of MCC except pursuant to the holders exercise of GRS' capital stockany outstanding MCC Warrants and Options; (r) entered into 4.16.13 there have been no losses or damage to any material agreement with any person of MCC's assets due to fire or groupother casualty, whether or modified or amended in any material respect the terms of any material existing agreement except not insured, amounting to more than $10,000, in the ordinary course of business consistent with past practice;aggregate; and (s) entered into4.16.14 MCC has not agreed, adopted whether in writing or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) otherwise, to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth on Schedule 3.06, since June 30, 2001, the Business has been conducted in Schedule 5.12the ordinary course consistent with past practice, from the date of the GRS Balance Sheet to the date of this Agreement, GRS and there has notnot been: (a) suffered any material adverse changeevent, whether occurrence, state of circumstances or not caused by any deliberate act facts or omission change in respect of GRS Seller or any stockholder of GRSthe Business that has had or that may be reasonably expected to have, in its condition (financial either alone or otherwise)together, operations, assets, liabilities, business or prospectsa Material Adverse Effect on the Business; (b) contracted for any (i) change in any Liabilities of Seller that has had, or that may be reasonably expected to have, a Material Adverse Effect on the purchase Business or (ii) incurrence, assumption or guarantee of any capital assets having a cost indebtedness for borrowed money by Seller in excess connection with the Business or any of $25,000 the Purchased Assets; (c) any (i) payments by Seller in satisfaction of any Liabilities related to the Business or paid any capital expenditures in excess of $25,000the Purchased Assets, except other than in the ordinary course of business consistent with past practice; practice or (cii) incurred creation, assumption or sufferance of (whether by action or omission) the existence of any indebtedness for borrowed money or issued or sold Lien on any debt securitiesof the Purchased Assets, except in the ordinary course of business consistent with past practiceother than Permitted Liens; (d) incurred any waiver, amendment, termination or discharged cancellation of any liabilities Assumed Contract or obligations except any relinquishment of any material rights thereunder by Seller, other than, in each such case, actions taken in the ordinary course of business consistent with past practice; (e) paid any amount on representation by Seller to any indebtedness prior employee or former employee of the Business that Purchaser or any of its Affiliates would assume, continue to maintain or implement any Benefit Plan after the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practiceClosing Date; (f) mortgagedany change by Seller in its accounting principles, pledged methods or subjected practices or in the manner it keeps its accounting books and records, except any such change required by a change in GAAP; or (g) any (i) single capital expenditure commitment by Seller in excess of Ten Thousand Dollars ($10,000) for additions to any security interestproperty, lienplant, Equipment or intangible capital assets comprising Purchased Assets likely to occur, in whole or in part, after the Closing Date or (ii) sale, assignment, transfer, lease or other charge disposition of or encumbrance any of its properties agreement to sell, assign, transfer, lease or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss otherwise dispose of any of its Purchased Asset, other than non-material assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth specifically contemplated by the Transaction Documents and except as disclosed the Disclosure Schedule, since the Balance Sheet Date, each Group Company has operated its businesses and assets in Schedule 5.12, from the date ordinary course consistent with past practice and none of the GRS Balance Sheet to the date of this Agreement, GRS has notGroup Companies has: (a) suffered entered into any transaction that was not in the ordinary course of business consistent with past practice; or made any material adverse change, whether or not caused by changes in the customary methods of operations of any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospectsGroup Company; (b) contracted for the purchase acquired, sold, transferred, leased, subleased, licensed or otherwise disposed of any capital material properties or assets, or permitted or allowed any material assets having a cost to be subject to any Liens (other than Liens for Taxes in excess the ordinary course of $25,000 or paid any capital expenditures in excess of $25,000business consistent with past practice that are not yet due and payable), or, except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of Liens related to any Group Company or paid or otherwise discharged any Liability; (c) incurred written down or written up (or failed to write down or write up in accordance with the Applicable Accounting Standard consistent with past practice) the value of any indebtedness for borrowed money accounts receivable or issued or sold revalued any debt securitiesof the assets of the Group Companies, except other than in the ordinary course of business consistent with past practicepractice and in accordance with the Applicable Accounting Standard; (d) incurred made any change in any method of accounting or discharged accounting practice or policy used by any liabilities or obligations except in Group Company, other than such changes required by the ordinary course of business consistent with past practiceApplicable Accounting Standard; (e) paid amended, terminated, cancelled or compromised any amount on material claim of any indebtedness prior to the due date, forgiven or canceled any debts or claims or released Group Company or waived any rights or claims, except in the ordinary course other material right of business consistent with past practicevalue to any Group Company; (f) mortgagedissued or sold any equity or debt securities, pledged or subjected to any security interestoption, lien, lease warrant or other charge right to acquire the same, of any Group Company; or encumbrance redeemed any equity interest in any Group Company or declared, made or paid any dividends or other distributions (whether in cash, securities or other property) to the holders of its properties or assets, except equity interests in the ordinary course of business consistent with past practiceany Group Company; (g) suffered made any damage capital expenditure or destruction to commitment for any capital expenditure in excess of US$100,000 (or loss of any of its assets the equivalent thereof in another currency) individually or US$100,000 (whether or not covered by insurancethe equivalent thereof in another currency) that has materially adversely affected, or could materially adversely affect, its businessin the aggregate; (h) acquired made, revoked or disposed changed any Tax election or method of Tax accounting or settled or compromised any Liability with respect to Taxes of any of its assets except in the ordinary course of business consistent with past practiceGroup Company; (i) written up incurred any Indebtedness or written down Liability that, individually or in the carrying value of aggregate, exceeds US$300,000; failed to pay any of its assets, except creditor any amount owed to such creditor when due; or incurred any other Liability not in the ordinary course of business consistent with past practice; (j) changed made any accounting principles methods loan to, guaranteed any Indebtedness of or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived otherwise incurred any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation Indebtedness on behalf of any director or officer; (n) increased the compensation of any employee except Person, other than travel advances and other advances made to employees in the ordinary course of business consistent with past practice; (ok) made any payments to material change in any compensation or loaned benefit arrangement or agreement with any money Key Employees; or made any amendments or modifications to any person Target Company Share Incentive Plan or entity issued any Target Company Share Award thereunder, except in as expressly contemplated by this Agreement and the ordinary course of businessother Transaction Documents; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (rl) entered into any material agreement transaction with any person or group, or modified or amended in any material respect the terms of any material existing agreement except Related Party other than in the ordinary course of business consistent with past practiceon arm’s-length basis; (sm) terminated the employment of, or received any resignation from, any Key Employees; (n) suffered any labor dispute involving any Group Company or any of its respective employees; (o) amended, modified or consented to the termination of any Material Contract or the Group Companies’ rights thereunder, or entered into, adopted into any Material Contract; (p) amended or amended restated the constitution (or equivalent organizational documents) of any Employee Benefit PlanGroup Company; (q) suffered any Material Adverse Effect; or (tr) entered into any agreement (written agreed, whether in writing or oral) otherwise, to do take any of the foregoingactions specified in this Section 3.9 or granted any options to purchase, rights of first refusal, rights of first offer or any other similar rights or commitments with respect to any of the actions specified in this Section 3.9, except in as expressly contemplated by this Agreement and the ordinary course of business consistent with past practiceother Transaction Documents.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of 2.9 or as specifically contemplated by this Agreement, GRS since the Balance Sheet Date through the date hereof there has notnot been, occurred or arisen any: (a) suffered any material adverse change, whether or not caused transaction by any deliberate act or omission of GRS the Company or any stockholder of GRSits Subsidiaries, except in its condition (financial the ordinary course of business and consistent with past practices and in an amount not in excess of $25,000 individually or otherwise), operations, assets, liabilities, business or prospects$50,000 in the aggregate; (b) contracted for amendments or changes to the purchase Company Certificate of Incorporation or By-laws of the Company or comparable documents of any of its Subsidiaries; (c) capital assets having a cost expenditure or capital commitment by the Company or any of its Subsidiaries in any amount in excess of $25,000 in any individual case or paid $50,000 in the aggregate; (d) payment, discharge or satisfaction, in any capital expenditures amount in excess of $25,00025,000 in any one case or $50,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company or any of its Subsidiaries), other than payments, discharges or satisfactions in the ordinary course of business and consistent with past practices; (e) failure to pay accounts payable when due consistent with prior practice or any delay in payment thereof or any renegotiation thereof, except in the ordinary course of business consistent with past prior practice; (cf) incurred destruction of, damage to or loss of any indebtedness for borrowed money material assets of the Company or issued any of its Subsidiaries (whether or sold not covered by insurance), or loss of any debt securitiesmaterial business or customer of the Company or any of its Subsidiaries; (g) work stoppage, labor strike or other labor trouble, or any action, suit, claim, labor dispute or grievance relating to any labor, employment and/or safety matter involving the Company or any of its Subsidiaries, including charges of wrongful discharge, discrimination, wage and hour violations, or other unlawful labor and/or employment practices or actions; (h) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any of its Subsidiaries; (i) revaluation by the Company or any of its Subsidiaries of any of their assets, including the writing down of the value of inventory or writing off of notes or accounts receivable, except in the ordinary course of business consistent with past prior practice; (di) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) with respect to any Company Capital Stock or Subsidiary Securities or any direct or indirect redemption, purchase or other acquisition by the Company or any of its Subsidiaries of any Company Capital Stock, Subsidiary Securities or Company Stock Rights, other than repurchases of Company Common Stock from Employees, consultants, contractors or other Persons performing services for the Company pursuant to agreements under which the Company has the option to repurchase such shares at cost upon the termination of employment or other services, (ii) any split, combination or reclassification of any Company Capital Stock, or (iii) any issuance or authorization of the issuance of any Company Capital Stock, Company Stock Rights or Subsidiary Securities (other than the issuance of Company Common Stock upon the exercise of Company Options outstanding on the date hereof pursuant to their terms) or any securities in respect of, in lieu of or in substitution for, any Company Capital Stock, Company Stock Rights or Subsidiary Securities; (k) increase in the salary or other compensation payable or to become payable by the Company or any of its Subsidiaries to any of their Employees, consultants, contractors, or advisors, including the modification of any existing compensation, severance or equity arrangements with such individuals (including any repricing of any Company Stock Rights or any amendment or acceleration of any vesting terms related thereto or to any shares of Company Capital Stock held by such individuals), or the declaration, payment or commitment or obligation of any kind for the payment by the Company or any of its Subsidiaries of a bonus or other additional salary or compensation to any such Person, in each case other than in the ordinary course of business consistent with prior practice, but only with respect to non-Key Employees; (l) Employee terminations and/or layoffs, excluding termination of Employees with poor performance ratings or for cause; (m) (i) grant of any severance or termination pay to any Employee, consultant or contractor, except payments made pursuant to written agreements outstanding on the date hereof and as disclosed in the Company Disclosure Schedule, (ii) adoption or amendment of any employee benefit plan or severance plan, or (iii) entering into any employment agreement, extension of any employment offer, payment or agreement to pay any bonus or special remuneration to any Employee; (n) entering into of any material agreement by the Company or any Subsidiary (including any strategic alliance, joint development or joint marketing agreement or any loan agreement or instrument), any termination, extension, amendment or modification of the terms of any material agreement by the Company or any Subsidiary or any waiver, release or assignment of any material rights or claims thereunder, in each case except in the ordinary course of business and consistent with prior practice; (o) sale, lease, license or other disposition of any of the material assets of the Company or any of its Subsidiaries, or creation of any Lien in such assets, except sales or non-exclusive licenses of Company Products in the ordinary course of business consistent with prior practice; (p) loan by the Company or any of its Subsidiaries to any Person, incurrence by the Company or any of its Subsidiaries of any Indebtedness (except for trade payables incurred in the ordinary course of business), guarantee by the Company or discharged any liabilities of its Subsidiaries of any Indebtedness, issuance or obligations sale of any debt securities of the Company or any of its Subsidiaries or purchase of or guaranteeing of any debt securities of others, except for advances to Employees for travel and business expenses in the ordinary course of business and consistent with prior practice; (q) waiver or release of any material right or claim of the Company or any of its Subsidiaries, including any write-off or other compromise of any account receivable of the Company or any of its Subsidiaries, except in the ordinary course of business and consistent with prior practice; (r) commencement or threat of commencement of any lawsuit or proceeding against or investigation of the Company or any of its Subsidiaries or their affairs, or commencement of any litigation by the Company or any of its Subsidiaries, or settlement of any lawsuit, proceeding or investigation (regardless of the party initiating the same); (s) (i) transfer or sale by the Company or any of its Subsidiaries of any rights to the Company Intellectual Property or the entering into of any license agreement (other than non-exclusive end-user license agreements entered into by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practicepractices that do not include any rights with respect to source code), distribution agreement, reseller agreement, security agreement, assignment or other conveyance or option for the foregoing, with respect to the Company Intellectual Property with any Person, (ii) purchase or other acquisition of any Intellectual Property or the entering into of any license agreement, distribution agreement, reseller agreement, security agreement, assignment or other conveyance or option for the foregoing, with respect to the Intellectual Property of any Person (other than off the shelf shrink wrap, click through or similar licenses for commercially available software, in each case with no recurring license fee), (iii) material change in pricing or royalties set or charged by the Company or any of its Subsidiaries to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to the Company or any of its Subsidiaries (other than off the shelf shrink wrap, click through or similar licenses for commercially available software, in each case with no recurring license fee) or (iv) entering into, or amendment of, any agreement with respect to the development of any Intellectual Property with a third party; (et) paid agreement, or modification to any amount on agreement pursuant to which any indebtedness prior Person was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any products, services or technology of the due date, forgiven Company or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practiceits Subsidiaries; (fu) mortgagedevent, pledged occurrence, change, effect or subjected to condition of any security interestcharacter that, lien, lease individually or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage aggregate, has had or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably would be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planhave a Company Material Adverse Effect; or (tv) entered into agreement by the Company or any agreement (written of its Subsidiaries, or oral) any Employees thereof, to do any of the foregoing, except things described in the ordinary course of business consistent preceding clauses (a) through (u) (other than negotiations with past practiceParent and its representatives regarding the transactions contemplated by this Agreement and the Related Agreements).

Absence of Certain Changes. Except as set forth in Schedule 5.124.17 or as expressly provided for elsewhere herein, from neither Bayou nor either of the Sellers has with respect to the Business or the Acquired Assets, since the date of the GRS Business Latest Balance Sheet to the date of this Agreement, GRS has not: Sheet: (a) suffered incurred any material adverse changeIndebtedness except Intercompany Indebtedness, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for permitted any of the purchase Acquired Assets to be subjected to any Lien, other than a Permitted Lien, (c) sold, transferred or otherwise disposed of any assets that would constitute Acquired Assets, except for dispositions or consumptions of assets or inventory in the ordinary course of business, (d) made any material capital assets having a cost in excess of $25,000 expenditure or paid any capital expenditures in excess of $25,000, commitment therefor except in the ordinary course of business, (e) made any loan to any Person other than intercompany loans that are included within Intercompany Indebtedness, (f) waived any rights or settled any claims, except for such waivers or settlements granted or entered into in the ordinary course of business, (g) granted any increase in the rate of wages, salaries or other compensation or benefits to any of its employees, other than increases or payments in the ordinary course of its business consistent with past practice; , (ch) adopted, or amended or modified in any respect, any Benefit Arrangement or Employee Plan, (i) made any change in any method of accounting practice, (j) suffered or incurred any indebtedness for borrowed money or issued or sold any debt securitiesdamage, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due datedestruction, forgiven or canceled any debts or claims or released or waived any rights or claimsfire, except in the ordinary course of business consistent with past practice; (f) mortgagedexplosion, pledged or subjected to any security interestaccident, lienflood, lease or other charge casualty loss or encumbrance any act of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets God (whether or not covered by insurance) that has materially adversely affectedhad a Material Adverse Effect, (k) amended or terminated, or could materially adversely affectsuffered any amendment or termination of, any Permit, contract, lease, license, purchase order or similar commitment or right that is likely to have a Material Adverse Effect, (l) suffered any labor disputes or disturbances that is likely to have a Material Adverse Effect, (m) otherwise failed to operate its business; (h) acquired or disposed of any of its assets except business in the ordinary course of business consistent with past practice; (i) written up or written down practices so as to preserve its business organization intact and to preserve the carrying value of any goodwill of its assetscustomers, except in the ordinary course of suppliers, employees and others with whom it has business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affectedrelations, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except for entering into this Agreement and the Ancillary Agreements or as otherwise set forth in Schedule 5.12on SECTION 4.07 OF THE DISCLOSURE SCHEDULE, from since the date of the GRS Balance Sheet to Date, Seller has conducted the date of this Agreement, GRS Business in the ordinary course consistent with past practice and has not: (ai) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS Material Adverse Change or any stockholder event, occurrence, development or state of GRS, circumstances or facts which has had or could reasonably be expected to result in its condition (financial or otherwise), operations, assets, liabilities, business or prospectshave a Material Adverse Effect on Seller; (bii) contracted incurred, assumed or guaranteed any indebtedness for the purchase of money borrowed, or incurred any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except Liabilities other than in the ordinary course of business consistent with past practice; (ciii) paid, discharged or satisfied any claim, Lien or Liability, other than those (i) which were reflected or reserved against in the Balance Sheet and which were paid, discharged or satisfied in the ordinary course of business consistent with past practice, or (ii) which were incurred any indebtedness for borrowed money and paid, discharged or issued or sold any debt securities, except satisfied (other than legal fees and related expenses in connection with the transactions contemplated by this Agreement) since the Balance Sheet Date in the ordinary course of business consistent with past practice; (div) incurred permitted or discharged allowed any liabilities of the Purchased Assets to be mortgaged, pledged or obligations except subjected to any Lien; (v) written down the value of any inventory other than in the ordinary course of business consistent with past practice, or written off as uncollectible any notes, accounts or other receivables or any portion thereof; (evi) paid made, leased or acquired any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except capital asset other than in the ordinary course of business consistent with past practiceand in any event not in excess of $10,000 in the aggregate; (fvii) mortgageddeclared, pledged paid or subjected to made, or set aside for payment or making of, any security interest, lien, lease dividend or other charge distribution in respect of its capital stock or encumbrance other securities, or directly or indirectly sold, issued, redeemed, purchased or otherwise acquired, or subdivided, combined or in any way reclassified, any of its properties capital stock or assetsother securities, except in other than issuances of options under the ordinary course Innovex Group, Inc. 1998 Stock Option Plan and issuances of business consistent with past practicerestricted stock; (gviii) suffered any damage damage, destruction or destruction to or other casualty loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, affecting the Business or could materially adversely affect, its businessthe Purchased Assets; (hix) acquired or disposed of entered into any transaction with any of its assets shareholders or officers or directors, except in their capacities as employees in the ordinary course of employment; (x) made any change in any method of financial or tax accounting or any financial or tax accounting practice or in its method of maintaining books and records; (xi) increased the rate of compensation of, or paid any bonus to, any of its directors, officers or employees, other than periodic increases in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.with

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS Rhino has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in conducted its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; practice and there has not occurred: (ci) incurred any indebtedness for borrowed money change, event or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets condition (whether or not covered by insurance) that has materially adversely affectedresulted in, or could materially adversely affectis reasonably likely to result in, its business; or to the best of Rhino’ knowledge any event beyond Rhino’ control that is reasonably likely to result in, a Material Adverse Effect to Rhino; (hii) acquired any acquisition, sale or disposed transfer of any material asset of Rhino or any of its assets except subsidiaries other than in the ordinary course of business and consistent with past practice; ; (iiii) written up any change in accounting methods or written down the carrying value practices, including any change in depreciation or amortization policies or rates, by Rhino or any revaluation by Rhino of any of its or any of its subsidiaries’ assets; (iv) any declaration, except setting aside, or payment of a dividend or other distribution with respect to the shares of Rhino, or any direct or indirect redemption, purchase or other acquisition by Rhino of any of its shares of capital stock; (v) any material contract entered into by Rhino or any of its subsidiaries, other than in the ordinary course of business consistent with past practice; (j) changed and as provided to Rhino, or any accounting principles methods amendment or practices followed termination of, or changed the costing system or depreciation methods of accounting for its assets; (k) waived default under, any material rights contract to which Rhino or forgiven any material claims; of its subsidiaries is a party or by which it is bound; (lvi) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination amendment or change has materially and adversely affectedto Rhino’ Articles of Incorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or could reasonably be expected to materially and adversely affectbecome payable, by Rhino to any of its business directors or its assets; (m) increased the compensation of employees, other than pursuant to scheduled annual performance reviews, provided that any director or officer; (n) increased the compensation of any employee except resulting modifications are in the ordinary course of business and consistent with Rhino’ past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporationpractices. Rhino has not agreed since December 31, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) 2005 to do any of the foregoing, except things described in the ordinary course preceding clauses (i) through (vii) and is not currently involved in any negotiations to take any of business consistent the actions described in the preceding clauses (I) through (vii), other than negotiations with past practiceRhino and its representatives regarding the transactions contemplated by this Agreement.

Absence of Certain Changes. Except as set forth in on Disclosure Schedule 5.12Section 6.5, from the date there were no Material Adverse Effect on Buyer has or is likely to occur, since inception of the GRS Balance Sheet to the date of this Agreement, GRS has notBuyer: (a) suffered There has not been any material adverse changeevent, whether change or not caused by any deliberate act effect with respect to the assets or omission of GRS or any stockholder of GRSthe business, in its operations, condition (financial or otherwise), operationsworking capital, assetsLiabilities, liabilitiesearnings, reserves or operating results of the business of Buyer or, to Buyer’s and knowledge, customers of the Buyer, which has had or prospects;is reasonably likely to have a material adverse effect. (b) contracted the assets of Buyer have not suffered any loss, damage, destruction or other casualty adversely affecting any of such assets, whether or not covered by insurance; (c) Buyer has not incurred, assumed or become subject to, whether directly or by way of guarantee or otherwise, any Liability arising from or relating to it assets or business except for the purchase of any capital assets having a cost in excess of $25,000 trade or paid any capital expenditures in excess of $25,000, except business obligations incurred in the ordinary course of business and consistent with past practicepractice in connection with the purchase of goods and services; (cd) incurred Buyer has not sold, transferred, leased or otherwise disposed of any indebtedness for borrowed money assets or issued permitted or sold allowed any debt securitiesof the assets to be subject to any Encumbrance (other than the Permitted Liens) of any kind, except other than in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practice; (e) paid Buyer has not instituted, settled or agreed to settle any amount on Action before any indebtedness prior Governmental Authority relating to the due dateany of its assets or businesses; (f) Buyer has not entered into any other transaction, forgiven contract or canceled any debts commitment in respect of its assets or claims or released or waived any rights or claimsbusinesses, except other than in the ordinary course of business and consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practicepractice which calls for fixed and/or contingent payments thereunder; (g) suffered Buyer has not paid or agreed to pay any damage brokerage or destruction to finders’ fee in connection with, and Buyer has not incurred any severance pay obligations by reason of, this Agreement or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessAncillary Agreement; (h) acquired Buyer has not made any capital expenditure or disposed of any of commitment therefore relating to the Business for additions to its assets except in the ordinary course of business consistent with past practice;property, facilities or equipment; and (i) written up Buyer has not made, with respect to its businesses, any change in any method of its accounting or written down the carrying value of accounting practice or any change in its depreciation or amortization policies or rates theretofore adopted or revalued any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.124.7, from since the date of the GRS Bonds Balance Sheet to Sheet, Bonds has conducted the date of this AgreementBonds Business only in the ordinary course and consistent with past practice, GRS and has not: (a) suffered Suffered any material adverse changechange in the operations, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business earnings, working capital or prospectsprospects of the Bonds Business; (b) contracted for the purchase of Incurred any capital assets having a cost in excess of $25,000 liabilities or paid any capital expenditures in excess of $25,000obligations (absolute, accrued, contingent or otherwise) except immaterial items incurred in the ordinary course of business and consistent with past practicepractice (including obligations or liabilities arising from one transaction or a series of related or similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (c) incurred Paid, discharged or satisfied any indebtedness for borrowed money claims, liabilities or issued obligations (absolute, accrued, contingent or sold any debt securitiesotherwise) other than the payment, except discharge or satisfaction in the ordinary course of business and consistent with past practice; (d) practice of liabilities and obligations reflected or reserved against in the Bonds Balance Sheet or incurred or discharged any liabilities or obligations except in the ordinary course of business and consistent with past practicepractice since the date of the Bonds Balance Sheet; (d) Permitted or allowed any of the Bonds Assets to be subjected to any mortgage, pledge, lien, security interest encumbrance, restriction or charge of any kind; (e) paid Written down the value of any amount on inventory or written off as uncollectible any indebtedness prior to the due date, forgiven notes or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practiceaccounts receivable; (f) mortgagedCanceled any debts or waived any claims or rights of substantial value; (g) Sold, pledged transferred or subjected to any security interest, lien, lease or other charge or encumbrance otherwise disposed of any of its properties or assets, except in the ordinary course of business and consistent with past practice; (gh) suffered Disposed of or permitted to lapse any damage or destruction rights to or loss the use of any of its assets (whether patent, trademark, trade name or not covered by insurance) that has materially adversely affectedcopyright, or could materially adversely affectdisposed of or disclosed to any person other than an employee or Affiliate any trade secret, its businessformula, process or know-how not theretofore a matter of public knowledge; (hi) acquired Granted any general increase in the compensation of employees (including any such increase pursuant to any bonus, pension, profit sharing or disposed other plan or commitment) or any increase in the compensation payable or to become payable to any employee, and no such increase is customary on a periodic basis or required by agreement or understanding; (j) Made any capital expenditure or commitment for additions to property, equipment or intangible capital assets relating to the Bonds Business; (k) Made any change in any method of any of accounting or accounting practice or failed to maintain its assets except books, accounts and records in the ordinary course of business and consistent with past practice; (il) written up Failed to maintain any properties or written down equipment in good operating condition and repair; (m) Failed to maintain in full force and effect all existing policies of insurance at least at such levels as were in effect prior to such date or canceled any such insurance or taken or failed to take any action that would enable the carrying value insurers under such policies to avoid liability for claims arising out of occurrences prior to the Closing; (n) Entered into any of its assetstransaction or made or entered into any material contract or commitment, or terminated or amended any material contract or commitment, except in the ordinary course of business and consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods , and not in excess of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practicecurrent requirements; (o) made Taken any payments to action that could have a material adverse effect on its business organization or loaned any money to any person its current relationships with its employees, suppliers, distributors, advertisers, subscribers or entity except in the ordinary course of businessothers having business relationships with it; (p) formed Declared, paid or acquired or disposed of set aside for payment any interest in any corporation, partnership, joint venture dividend or other entity; (q) distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or securities or any rights to acquire such capital stock or other securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (tq) entered into Agreed in writing or otherwise to take any agreement (written or oral) action with respect to do any of the foregoing, except matters described in the ordinary course of business consistent with past practicethis Section 4.7.

Absence of Certain Changes. Except Since the Latest Balance -------------------------- Sheet Date, except as set forth in this Agreement or disclosed on Schedule 5.122.9, from Delta has conducted the date of Business in the GRS Balance Sheet to the date of this Agreement, GRS ordinary course ------------ consistent with past practices and there has notnot been: (a) suffered Any material adverse change in the Business, or the Assets, financial condition, prospects or the results of operations of Delta (collectively, the "Condition of the Business") or any event, ------------------------- occurrence or circumstance that could reasonably be expected to cause such a material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for Any transaction or Contract with respect to the purchase purchase, acquisition, lease, disposition or transfer of any capital assets having a cost in excess of $25,000 Assets or paid to any capital expenditures expenditure (in excess of $25,000each case, except other than in the ordinary course of business consistent the Business in accordance with past practice) or creation of any Lien on any Asset; (c) incurred Any declaration, setting aside or payment of any indebtedness for borrowed money dividend or issued or sold other distribution with respect to any debt securities, except interest in the ordinary course of business consistent with past practiceDelta; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due dateAny damage, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease destruction or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or casualty loss of any of its assets (whether or not covered by insurance), condemnation or other taking affecting the Assets of Delta; (e) that has materially adversely affectedAny change in any method of accounting or accounting practice by Delta; (f) Any increase in the compensation payable or to become payable to any officer, stockholder or director of Delta, or could materially adversely affectany alteration in the benefits payable to any thereof; (g) Any material adverse change in the relationships of Delta with its customers, its businesssuppliers or vendors; (h) acquired or disposed of Except for any of its assets except changes made in the ordinary course of Business, any change in any of Delta's business consistent with past practicepolicies, including advertising, marketing, pricing, purchasing, personnel, returns or budget policies; (i) written up or written down the carrying value of any of its assets, except Except in the ordinary course of business the Business, consistent with past practice; (j) changed , any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed ofpayment, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends Liability of $10,000 or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement more before it became due in accordance with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Planits terms; or (tj) entered into any agreement (written Any material modification, termination, amendment or oral) to do any of the foregoing, except other alteration or change in the ordinary course terms or provisions of business consistent with past practiceany Contract.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from Since the date of the GRS Current Balance Sheet to Sheet, there have been no material changes in the date of this Agreementcondition, GRS has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, of any of the Assets or any of the liabilities, business business, prospects or prospects; (b) contracted for operations of Seller or the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000Business, except other than changes in the ordinary course of business which in the aggregate have not been materially adverse to the business, finances or operations of Seller. Without limiting the foregoing, since the date of the Current Balance Sheet: (a) Seller has not altered the nature of the Business as carried on or made any material change in the products and services it supplies; (b) Seller has not borrowed or agreed to borrow any funds or incurred, or assumed or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability, except trade payables incurred in the ordinary course of business and consistent with past practice; (c) incurred Seller has not paid, discharged or satisfied any indebtedness for borrowed money claim, liability or issued obligation other than the payment, discharge or sold any debt securities, except satisfaction in the ordinary course of business and consistent with past practice of liabilities or obligations reflected or reserved against in the Current Balance Sheet or trade payables incurred in the ordinary course of business since the date of the Current Balance Sheet and consistent with past practice; (d) incurred Seller has not permitted or discharged allowed any liabilities of its property or obligations assets (real, personal or mixed, tangible or intangible) to be subjected to any Lien of any kind; (e) Seller has not written down the value of any inventory or written off as uncollectible any notes or accounts receivable, except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which is material; (ef) paid any amount on any indebtedness prior to the due date, forgiven or canceled Seller has not cancelled any debts or waived any claims or released or rights of substantial value, waived any rights statute of limitation or claimssold, transferred, or otherwise disposed of any of its properties or assets (real, personal or mixed, tangible or intangible), except sales of inventory in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business and consistent with past practice; (g) suffered Seller has not licensed or disposed of or permitted to lapse any damage or destruction rights to or loss the use of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its businessSeller Intellectual Property; (h) acquired or disposed of Seller has not granted any of its assets except increase in the ordinary course compensation of business consistent with past practiceofficers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee; (i) written up Seller has not made any capital expenditure or written down the carrying value commitment therefor in excess of any of its assets$10,000 individually or $25,000, except in the ordinary course of business consistent with past practiceaggregate; (j) changed Seller has not paid, loaned or advanced any accounting principles methods amount to, or practices followed sold, transferred or changed the costing system leased any properties or depreciation methods assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of accounting for its assetsofficers, directors or any Affiliate or associate of any of its officers, directors or shareholders; (k) waived Seller has not made any material rights change in the accounting policies or forgiven any material claimspractices of Seller; (l) lostSeller has not entered into any other transaction, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except other than in the ordinary course of business; (pm) formed or acquired or disposed of Seller has not issued any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or any other securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any redemption or other acquisition of any capital stock of Seller or any declaration, setting aside, or payment of any dividend or distribution of any kind with respect to the holders any shares of GRS' capital stockstock of Seller; (rn) entered into there have been no losses or damage to any material agreement with any person Assets due to fire or groupother casualty, whether or modified or amended in any material respect the terms of any material existing agreement except not insured, amounting to more than $25,000, in the ordinary course of business consistent with past practice;aggregate; and (so) entered intoSeller has not agreed, adopted whether in writing or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) otherwise, to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as and to the extent set forth on Schedule 2.10, Del Monte has conducted the Business since December 31, 2013 in Schedule 5.12, from the date ordinary course consistent with past practices. Without limiting the generality of the GRS Balance Sheet foregoing, except as and to the date of this Agreementextent set forth on Schedule 2.10, GRS since December 31, 2013, Del Monte has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition (working capital, financial or otherwise), operationscondition, assets, liabilities, business or prospects, experienced any labor difficulty, or suffered any casualty loss (whether or not insured); (b) contracted made any material change in the Business or operations or in the manner of conducting the Business; (c) incurred any Indebtedness or incurred any Liabilities, except Liabilities that are reflected or reserved against in the Financial Statements or that were incurred since the end of the last fiscal month prior to the date hereof for which the purchase Financial Statements have been provided in the ordinary course of business and consistent with past practices, or experienced any change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves; (d) paid, discharged or satisfied any Lien or Liability, other than Liens or Liabilities which are reflected or reserved against in the Financial Statements and which were paid, discharged or satisfied since the date thereof in the ordinary course of business and consistent with past practices; (e) written down the value of any Inventory, or written off as uncollectible any notes or accounts receivable or any portion thereof, except for write-downs and write-offs of less than $25,000 in the aggregate; (f) authorized or adopted a plan of liquidation or dissolution; (g) cancelled any debts or claims, except as contemplated by this Agreement, or waived any rights of substantial value; (h) entered into any new line of business; (i) entered into a settlement or compromise of any pending or threatened Proceeding; (j) sold, transferred or conveyed any of its properties or assets (whether real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practices; (k) granted any increase in the compensation of, or paid any bonus or other compensation (including, without limitation, any severance or termination pay) to, any officer, director, employee or agent (including, without limitation, any increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or adopted any such plan or other arrangements; and no such increase, or the adoption of any such plan or arrangement is planned or required; (l) adopted, amended or increased the payments or benefits under any Employee Benefit Plan, employment agreement or other arrangements, and no such increase, amendment or adoption of any such plan or arrangement is planned or required; (m) made any capital assets having a cost expenditures or commitments in excess of $25,000 100,000 in the aggregate for replacements or additions to property, plant, equipment or intangible capital assets; (n) declared, set aside or paid any capital expenditures dividend or other distribution (whether in cash, securities or other combination thereof) in respect of any equity interests of Del Monte, excluding distributions of profits, including Tax distributions made in the ordinary course of business and consistent with past practices; (o) except as indicated in the Audited Financial Statements, made any change in any method of accounting or accounting practice or any method of income Tax accounting or income Tax elections; (p) paid, loaned or advanced any amount to or in respect of, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement, arrangement or transaction with, any Shareholder or any other equity holder of Del Monte or the officers or directors of Del Monte, any Affiliates or associates of Del Monte or any of Del Monte’s officers or directors, or any business or entity in which any of such Persons has any direct or indirect interest, except for compensation to the officers and employees of Del Monte at rates not exceeding the rates of compensation in effect at December 31, 2013 and advances to employees in the ordinary course of business and consistent with past practices for travel and expense disbursements, but not in excess of $25,0005,000 at any one time outstanding; (q) sold, transferred, licensed, abandoned, let lapse, encumbered or otherwise disposed of any Intellectual Property; (r) compromised or settled any Proceeding; (s) suffered any Material Adverse Effect; (t) failed to preserve and maintain all Consents required for the conduct of the Business as currently conducted or the ownership and use of the Assets; (u) failed to pay the debts, Taxes and other obligations of the Business or such Party when due; (v) failed to collect accounts receivable in a manner consistent with past practices, without discounting such accounts receivable; (w) discontinued any insurance policies, except as required by applicable Law; (x) failed to perform any of its obligations under any Material Contract; (y) entered into, terminated or amended any Material Contract (or any Contract that if in effect as of the date hereof would be a Material Contract), other than in the ordinary course of business consistent with past practicepractices; (cz) incurred any indebtedness for borrowed money or issued or sold any debt securities, except failed to maintain the books and records of the Business in the ordinary course of business consistent accordance with past practicepractices; (daa) incurred failed to comply in all respects with all Laws applicable to the conduct of the Business or discharged any liabilities or obligations except in the ordinary course ownership and use of business consistent with past practicethe Assets; (ebb) paid any amount on any indebtedness prior to the due dateamended its articles of incorporation, forgiven bylaws, or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practicesimilar governing documents; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (rcc) entered into any material change in control, severance, termination or employment agreement or any similar agreement with any person employee or groupdirector or established any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or modified other plan, trust fund, policy or amended in any material respect arrangement for the terms benefit of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted current or amended any Employee Benefit Planformer employee; or (tdd) entered into agreed, whether in writing or otherwise, to take any agreement (written or oral) to do any of the foregoing, except action described in the ordinary course of business consistent with past practicethis Section 2.10.

Absence of Certain Changes. Except as set forth in Schedule 5.123.11, from the date of the GRS Interim Company Balance Sheet Date to the date of this Agreement, GRS has notneither RCC nor RCRR has: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS RCC, RCRR or any stockholder of GRSStockholder, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties Properties or assetsCompany Assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets Company Assets (whether or not covered by insurance) that has materially adversely affected, or could reasonably be expected to materially adversely affect, its business; (h) acquired or disposed of any of its assets Company Assets except in the ordinary course of business consistent with past practicepractice or as permitted by Section 1.05 hereof; (i) written up or written down the carrying value of any of its assetsthe Company Assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assetsthe Company Assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assetsCompany Assets; (m) increased the compensation of any director or officer, except in the ordinary course of business consistent with past practice; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of businessbusiness consistent with past practice; (p) formed or acquired or disposed of any interest in any corporation, partnership, joint venture or other entity; (q) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights or paid any dividends or made any distribution to the holders of GRS' the Company's capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date on Section 4.7 of the GRS Balance Sheet to the date of Disclosure Schedule, and except as contemplated by this Agreement, GRS since December 31, 2019, Westech has carried on its business only in the ordinary course, and Westech has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition working capital, financial condition, results of operation, assets, liabilities (financial absolute, accrued, contingent or otherwise), operationsreserves, assetsbusiness, liabilities, business operations or prospects; (b) contracted incurred any liability or obligation (absolute, accrued, contingent or otherwise) except for those incurred in the purchase ordinary course of business and consistent with past practice (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability) or increased, or experienced any change in any assumptions underlying, or methods of calculating, any bad debt, contingency or other reserves; (c) paid, discharged or satisfied any claim, liability or obligation (whether absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities and obligations reflected or reserved against in the most recent balance sheet in the Unaudited Financial Statements or incurred in the ordinary course of business and consistent with past practice since the date of the most recent balance sheet in the Unaudited Financial Statements; (d) permitted or allowed any of its property or assets (personal, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any capital kind, except for liens for current taxes not yet due; (e) cancelled any debts or waived any claims or rights of substantial value; (f) sold, transferred, or otherwise disposed of any of its properties or assets having a cost in excess of $25,000 (real, personal or paid any capital expenditures in excess of $25,000mixed, tangible or intangible), except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business and consistent with past practice; (g) suffered disposed of or permitted to lapse any damage or destruction rights to or loss the use of any of its assets (whether or not covered by insurance) that has materially adversely affectedIntellectual Property, or could materially adversely affectdisposed of or disclosed to any Person (other than representatives of Gulf West) any trade secret, its businessformula, process, know-how or other Intellectual Property not theretofore a matter of public knowledge; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except other than in the ordinary course of business, lent or advanced any amount to, or sold, transferred or leased any properties or assets (personal, tangible or intangible). to, or entered into any agreement or arrangement with any Shareholder, officer and/or director; (pi) formed agreed, whether in writing or acquired or disposed of otherwise, to take any interest action described in any corporation, partnership, joint venture or other entity;this section; or (qj) redeemed, declared or set aside for payment any distribution in respect of its Shares or purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any shares of its capital stock or other securities or any rights to acquire such capital stock or securities, or agreed to change the terms and conditions of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) entered into any material agreement with any person or group, or modified or amended in any material respect the terms of any material existing agreement except in the ordinary course of business consistent with past practice; (s) entered into, adopted or amended any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practiceWestech.

Absence of Certain Changes. Except for the matters contemplated by this Agreement, the other Transaction Documents or as set forth in Schedule 5.12, from the date Section 3.8 of the GRS Company Disclosure Schedule, since the Balance Sheet to Date (a) the date of this AgreementCompany has conducted its business in the ordinary course consistent with past practice, GRS (b) there has not occurred material adverse change in the Company’s relationships with any supplier, or customer, (c) a Material Adverse Effect has not occurred, and (d) the Company has not: (ai) suffered engaged in any material adverse change, whether transaction or not caused by entered into any deliberate act or omission of GRS or material agreement (including with any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (bemployee) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in outside the ordinary course of business consistent with past practice; (cii) incurred suffered any material loss, damage, destruction or other casualty to any of its assets or properties (whether or not covered by insurance); (iii) authorized or effected any change in the Company Organizational Documents; (iv) acquired, redeemed, issued, sold, subjected to any Encumbrance or otherwise dispose of any of its capital stock or any options, warrants or other similar rights, agreements or commitments of any kind to purchase any securities convertible into or exchangeable for any shares of capital stock; (v) paid any dividend or other distribution payable in cash, stock, property or otherwise with respect to its equity or other securities; (vi) (A) issued any note, bond, or other debt security or created, incurred, assumed, pre-paid or guaranteed any indebtedness for borrowed money or issued capitalized lease obligation, in each case, outside the ordinary course, (B) failed to pay or sold discharge any debt securitiesmaterial Indebtedness when due in accordance with its terms or (C) changed the capital structure of the Company (other than as a result of the exercise of vested options or warrants outstanding as of the Balance Sheet Date); (vii) voluntarily incurred or assumed any material liability; (viii) sold, transferred, leased, licensed, pledged, disposed of or encumbered any material assets or properties of the Company, except as required pursuant to Contracts disclosed in the Company Disclosure Schedule; (ix) accelerated, beyond the normal collection cycle, the collection of accounts receivable; (x) made, accelerated or deferred any capital expenditures other than any such expenditures as are necessary to prevent the destruction, removal, wasting, deterioration or impairment of its assets; (xi) (A) concluded or agreed to any corrective action plans, consents, decrees, actions or orders, or (B) cancelled, compromised or settled any claim that is related to or affects the Company, or waive or release any rights of the Company; (xii) except in the ordinary course consistent with past practice, as required to maintain qualification pursuant to the Code or as required by Law or by the terms of any Employee Plan, (A) adopted, entered into, materially amended, or terminated any Employee Plan, trust, fund or other arrangement for the benefit or welfare of any director, officer or employee, or (B) made or forgiven any loan or advance to any director, manager, officer or employee (excluding advances of normal business expenses in the ordinary course of business consistent with past practice), except as may be required by Law; (dxiii) incurred granted or discharged agreed to grant any liabilities severance or obligations termination pay policies or any increase in the wages, salary, bonus or other compensation, remuneration or benefits of any employee, manager, director, officer or independent contractor of the Company, except as required under applicable Law, existing Employee Plans or in the ordinary course consistent with past practice; (A) made any payment to or for the benefit of any employee, officer, director, manager or the Seller or any entity in which any of such persons owns any beneficial interest (other than any publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than 1% of the stock of which is beneficially owned by any of such persons), except for the payment of salary or other employment related compensation or payments to consultants and advisors retained prior to Balance Sheet Date, in each case in the ordinary course of business consistent with past practice, or (B) made or obligated itself to make any payment to or for the benefit of any Person in contemplation of the change in control of the Company; (exv) paid cancelled or terminated any amount on insurance policies or cause any indebtedness prior of the coverage thereby to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing, to the due dateextent reasonably available, forgiven coverage equal to or canceled any debts greater than the coverage under the canceled, terminated or claims or released or lapsed policies for substantially similar premiums are in full force and effect; (xvi) waived any rights of material value or claimstaken any actions with respect to collection practices that would result in any material losses or material adverse changes in collections, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except in the ordinary course of business; (pxvii) formed made charitable contributions or pledges which in the aggregate exceed $5,000; (xviii) acquired (by merger, consolidation or disposed acquisition of any interest in stock or assets) any corporation, partnership, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit or entered into any joint venture or other entitypartnership; (qxix) redeemedmade or changed any material election in respect of Taxes, purchased amended, modified or otherwise acquiredchanged any filed income or other material Tax Return, adopted or sold, granted or otherwise disposed of, directly or indirectly, requested permission of any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed taxing authority to change the terms and conditions any accounting method in respect of any such rights paid any dividends or made any distribution to the holders of GRS' capital stock; (r) Taxes, entered into any closing agreement in respect of Taxes, settled any material agreement with any person claim or groupassessment in respect of Taxes, or modified consented to any extension or amended waiver of the limitation period applicable to any claim or assessment in respect of Taxes or in respect to any material respect the terms Tax attribute that would give rise to any claim or assessment of any material existing agreement except Taxes (other than in connection with filing an extension to file a Tax Return in the ordinary course of business consistent with past practicebusiness); (sxx) entered intomodified, adopted amended, permitted to lapse or amended terminated any Employee Benefit Plan; or (t) entered into any agreement (written or oral) to do any of the foregoing, except Material Contract other than in the ordinary course of business consistent with past practicebusiness; (xxi) made any change in the accounting principles or methods affecting the financial position or results of operations of the Company, except insofar as may have been required by a change in GAAP or applicable Law; or (xxii) agreed or otherwise committed in writing to take any of the actions prohibited by the foregoing clauses (i) through (xxi).

Absence of Certain Changes. Except as set forth in on Schedule 5.123.12. since the Reference Date, from neither Seller nor the date Business has or will have as of the GRS Balance Sheet to the date of this Agreement, GRS has notClosing: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, change in its condition (financial or otherwise), operationscondition, assets, liabilities, net worth or business from that shown on the Reference Date Balance Sheet that, either individually or prospectsin the aggregate, has had a Material Adverse Effect; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage damage, destruction or destruction to or loss of any of its assets (loss, whether or not covered by insurance) that has materially , adversely affected, affecting its properties or could materially adversely affect, its businessthe Business; (hc) acquired declared or disposed paid or agreed to declare or pay any dividends or distributions of any cash or other assets of any kind whatsoever or issued or agreed to issue any capital stock or rights, options or warrants to acquire any capital stock of Seller; (d) mortgaged, pledged, hypothecated or otherwise encumbered any of its assets except in the ordinary course of business consistent with past practicematerial assets, tangible or intangible; (ie) written up sold or written down the carrying value of transferred any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods property or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affectedrights, or could reasonably be expected canceled or agreed to materially and adversely affectcancel any of its debts or claims, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any person or entity except for fair value in the ordinary course of business; (pf) formed suffered any Material Adverse Effect with respect to its relationships with customers or acquired employees, or disposed of any interest in any corporation, partnership, joint venture or other entitywith respect to its contracts with customers; (qg) redeemed, purchased incurred any commitment (through negotiations or otherwise acquiredotherwise) or any liability to any labor organization, or sold, granted or otherwise disposed of, directly or indirectly, been involved in any labor dispute; (h) increased the amount of its capital stock Debt or securities other obligations or any rights to acquire such capital stock or securities, liabilities by more than $10,000 in the aggregate; (i) entered or agreed to change the terms and conditions enter into any agreement or arrangement granting any preferential rights to purchase a material part of any such rights paid any dividends its assets, property or made any distribution to the holders of GRS' capital stockrights; (rj) placed any orders for materials, merchandise or supplies in exceptional or unusual quantities based upon past operating practices or accepted orders from customers under conditions relating to price, terms or payment, time or delivery, or like matters materially different from the conditions regularly and usually specified on acceptance of orders for similar merchandise from customers similarly situated; (k) made any change in the accounting practices or methods followed by it; (l) engaged in any restructuring or changed its constitutive documents; (m) materially increased the level of compensation or benefits for any employee; (n) entered into any material agreement with any person or groupother transaction, or modified or amended been involved in any material respect the terms event or experienced any condition of any material existing agreement except character, that, either individually or in the ordinary course aggregate, has had a Material Adverse Effect on Seller, any of business consistent with past practice; (s) entered into, adopted the Purchased Assets or amended any Employee Benefit Planthe Business; or (to) entered into any an agreement (written or oral) to do any of the foregoing, except in the ordinary course of business consistent with past practice.