Common use of Absence of Changes or Events Clause in Contracts

Absence of Changes or Events. Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 or as otherwise contemplated or permitted by this Agreement, since the date of the respective Balance Sheets, the business of each of the Companies and their respective Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries has (i) declared or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee in the ordinary course of business consistent with past practice or as may be required under existing agreements, (v) incurred or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments in the ordinary course of business that for either Company do not exceed $25,000 individually or $100,000 in the aggregate, (viii) entered into, or modified, amended, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real property, or (ix) incurred any indebtedness that is senior to the Notes in terms of rights of payment.

Absence of Changes or Events. Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 expressly provided for elsewhere herein, Seller has not, with respect to the Business or as otherwise contemplated or permitted by this Agreementthe Acquired Assets, since the date of the respective Balance Sheets, the business of each of the Companies and their respective Subsidiaries has been conducted during 2004: (a) incurred any Indebtedness other than in the ordinary course and in substantially the same manner as previously conductedof Business, and neither consistent with past practices, (b) permitted any of the Companies nor Acquired Assets to be subjected to any of their respective Subsidiaries has Lien, other than a Permitted Lien and the Liens listed on Schedule 3.10(b) hereto, (ic) declared sold, transferred or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect otherwise disposed of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefitsassets that would constitute Acquired Assets, except for increases for any such director, officer dispositions or employee consumptions of assets or Inventory in the ordinary course of business consistent with past practice or as may be required under existing agreementspractices, (vd) incurred made any capital expenditure or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtednesscommitment therefor in excess of $50,000 in aggregate consistent with past practices, (vie) permitted, allowed or suffered made any of their respective assets to become subject loan to any mortgage, security interest, lien or Person other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments than in the ordinary course of business that for either Company do not exceed Business, consistent with past practices, (f) waived any rights or settled any claims, in excess of $25,000 individually or $100,000 50,000 consistent with past practices, (g) granted any increase in the aggregaterate 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 practices, (viiih) entered intoadopted, or modifiedamended or modified in any respect, amendedany Benefit Plan, Employee Plan, or other benefit arrangement, (i) made any change in any method of accounting practice, (j) suffered or incurred any damage, destruction, fire explosion, accident, flood, or other casualty loss or act of God (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect, (k) amended or terminated, or permitted the lapse suffered any amendment or termination of, any real property lease Permit, Contract, 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 (other than possible disturbances arising from the disclosure prior to the Closing of the transactions contemplated by this Agreement to shareholders and employees), (m) otherwise failed to operate its business in the ordinary course consistent with past practices so as to preserve its business organization intact and to preserve the goodwill of its customers, suppliers, employees and others with whom it has business relations (other than possible disturbances arising from the disclosure prior to phx-srv01\1468313v05 the Closing of the transactions contemplated by this Agreement to shareholders and employees), (n) any event, circumstance or change that has had or could reasonably be expected to have a Material Adverse Effect, (i) any material agreement relating to real propertyadverse change in Seller’s sales patterns, pricing policies, accounts receivable or accounts payable, or (ixp) incurred agreed to do any indebtedness that is senior to of the Notes in terms of rights of paymentforegoing.

Absence of Changes or Events. Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 3.18 or as otherwise contemplated expressly provided for elsewhere herein, neither Parent nor Seller has, with respect to the Business or permitted by this Agreementthe Acquired Assets, since the date of the respective Latest Balance Sheets, the business of each Sheet: (a) incurred any Indebtedness (b) permitted any of the Companies and their respective Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conductedAcquired Assets to be subjected to any Lien, and neither of the Companies nor any of their respective Subsidiaries has other than a Permitted Lien, (ic) declared sold, transferred or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect otherwise disposed of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefitsassets that would constitute Acquired Assets, except for increases for any such director, officer dispositions or employee consumptions of assets or Inventory in the ordinary course of business consistent with past practice or as may be required under existing agreementsbusiness, (vd) incurred made any material capital expenditure or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, commitment therefor except for customer trade adjustments in the ordinary course of business that business, (e) made any loan to any Person, (f) waived any rights or settled any claims, except for either Company do not exceed $25,000 individually such waivers or $100,000 settlements granted or entered into in the aggregateordinary course of business, (viiig) entered intogranted 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, (h) adopted, or modifiedamended or modified in any respect, amendedany Benefit Arrangement or Employee Plan, (i) made any change in any method of accounting practice, (j) suffered or incurred any damage, destruction, fire, explosion, accident, flood, or other casualty loss or act of God (whether or not covered by insurance) that has had a Material Adverse Effect, (k) amended or terminated, or permitted the lapse suffered any amendment or termination of, any real property lease Permit, contract, lease, license, purchase order or other material agreement relating similar commitment or right that is likely to real propertyhave 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 in the ordinary course consistent with past practices so as to preserve its business organization intact and to preserve the goodwill of its customers, suppliers, employees and others with whom it has business relations, or (ixn) incurred agreed to do any indebtedness that is senior to of the Notes in terms of rights of paymentforegoing.

Absence of Changes or Events. Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 3.19 or as otherwise contemplated or permitted by this Agreementexpressly provided for elsewhere herein, the Company has not, since the date December 31, 2001: (a) incurred any Bank Indebtedness (b) permitted any of the respective Balance Sheetsits assets to be subjected to any Lien, the business other than a Permitted Lien, (c) sold, transferred or otherwise disposed of each any assets, except for dispositions or consumptions of the Companies and their respective Subsidiaries has been conducted assets or Inventory in the ordinary course and of business, (d) made any material capital expenditure or commitment therefor except in substantially the same manner as previously conductedordinary course of business, and neither (e) made any loan to any Person, (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 Companies nor rate of wages, salaries or other compensation or benefits or paid any bonuses to any of their respective Subsidiaries has its employees, other than increases, payments or bonuses in the ordinary course of its business consistent with past practice, (h) 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 damage, destruction, fire, explosion, accident, flood, or other casualty loss or act of God (whether or not covered by insurance) that has had a Material Adverse Effect, (k) amended or terminated, or suffered 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) declared or paid any dividend dividends or made any other distribution to its respective shareholders whether or not upon or distributions, in respect of any cash, shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any optionother property, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stockto its shareholders, (iiin) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted otherwise failed to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee operate its business in the ordinary course of business consistent with past practice or practices so as may be required under existing agreementsto preserve its business organization intact and to preserve the goodwill of its customers, (v) incurred or assumed any liabilitysuppliers, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments in the ordinary course of employees and others with whom it has business that for either Company do not exceed $25,000 individually or $100,000 in the aggregate, (viii) entered into, or modified, amended, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real propertyrelations, or (ixo) incurred agreed to do any indebtedness that is senior to of the Notes in terms of rights of paymentforegoing.

Absence of Changes or Events. Since (a) Except as disclosed in the date applicable subsection of Schedule 4.9(a) of the respective Balance SheetsDisclosure Schedules, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 or as otherwise required or contemplated or permitted by this Agreement, since the date of the respective Balance SheetsAudit Date, the business of each of the Acquired Companies and their respective Subsidiaries has been conducted its business only in the ordinary course consistent with past practice and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries has no Acquired Company has: (i) declared suffered any loss, Damage, destruction or other casualty affecting any of its material Assets, whether or not covered by insurance; (ii) amended or otherwise changed its certificate of incorporation or bylaws or equivalent organizational documents or altered through merger, liquidation, reorganization, restructuring or in any other fashion its corporate structure or ownership, or created or formed any Subsidiary; (iii) issued, granted, sold, transferred, delivered, pledged, promised, disposed of or encumbered, or altered or modified the rights or obligations of its Equity Securities or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire its capital stock, membership interests or partnership interests or any other ownership interests or equity-based rights of the Acquired Companies; (iv) redeemed, purchased or otherwise acquired, directly or indirectly, any of the Equity Securities of any Acquired Company; (v) declared, set aside or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect of any shares of their respective capital stockEquity Securities; (vi) effected any recapitalization, reclassification, stock split, reverse stock split or like change in capitalization; (iivii) redeemed sold, transferred, delivered, leased, licensed, sublicensed, mortgaged, pledged, encumbered, impaired or otherwise acquired disposed of (in whole or in part), or created, incurred, suffered to exist, assumed or caused to be subjected to any shares Lien (other than Permitted Liens) on, any of their respective capital stock its material Assets (including any Intellectual Property or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16accounts receivable), except as required by law, for sales of inventory or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee licenses of Intellectual Property in the ordinary course of business consistent with past practice practice; (viii) (A) acquired (by merger, consolidation, acquisition of stock or as may be required under existing agreementsassets or otherwise) or organized any Person, joint venture or any business organization or division thereof, (vB) incurred acquired any rights, assets or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or properties other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments than in the ordinary course of business that for either Company do not exceed $25,000 individually or $100,000 in the aggregate, (viii) entered into, or modified, amended, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real propertyconsistent with past practice, or (ixC) incurred acquired any indebtedness that is senior to the Notes in terms Equity Securities of rights of payment.any Person; 18

Absence of Changes or Events. Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 or as otherwise contemplated or permitted by this Agreement, since the date of the respective Balance SheetsReference Date, the business of each of the Companies and their respective Subsidiaries AXENT has been conducted in the ordinary course and in substantially the same manner as previously conductednot incurred, and neither of the Companies nor any of their respective Subsidiaries has suffered or made: (i) declared any AXENT Material Adverse Effect as of the date of this Agreement; (ii) any declaration, setting aside or paid payment of any dividend on, or made any other distribution to its respective shareholders (whether in cash, stock or not upon or property) in respect of, any of AXENT's or any shares of their respective its Subsidiaries' capital stock, (ii) redeemed or otherwise acquired any shares purchase, redemption or other acquisition by AXENT of their respective capital stock or issued any of AXENT's capital stock or any option, warrant other securities of AXENT or right relating thereto its Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities convertible into except for repurchases which are not, individually or exchangeable for any shares in the aggregate, material in amount from employees following their termination pursuant to the terms of their respective capital stock, pre-existing stock option or purchase agreements; (iii) adopted any split, combination or materially amended reclassification of any Benefit Plan of AXENT's or any of its Subsidiaries' capital stock; (as defined iv) any material change by AXENT in Section 2.16)its accounting methods, principles or practices, except as required by lawconcurrent changes in GAAP; (v) any material revaluation by AXENT of any of its material assets, including writing off notes or entered into accounts receivable other than in the ordinary course of business; (vi) any granting by AXENT or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees of its Subsidiaries of any increase in compensation or benefitsfringe benefits to any of their officers or employees, except for increases for or any such directorpayment by AXENT or any of its Subsidiaries of any bonus to any of their officers or employees, officer or employee any granting by AXENT or any of its Subsidiaries of any increase in severance or termination pay, other than in the ordinary course of business course, consistent with past practice practice, or as may be required under existing agreementsany entry by AXENT or any of its Subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving AXENT of the nature contemplated hereby; (vvii) incurred or assumed any liability, obligation or indebtedness for borrowed money exceeding $250,000 in the aggregate, or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction responsibility for the obligations of any nature whatsoever, (vii) cancelled any indebtedness other individual or waived any claims or rights of substantial value, except for customer trade adjustments in the ordinary course of business that for either Company do not exceed $25,000 individually or entity exceeding $100,000 in the aggregate, or any loans or advances to any other individual or entity exceeding $100,000 in the aggregate, or any oral or written material agreement or commitment material to AXENT and its Subsidiaries taken as a whole, or involving in excess of $250,000 in the aggregate; (viii) entered intoany disposition of any material properties (including intangibles, real, personal or modified, amended, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real property, or mixed); (ix) incurred any indebtedness that is senior amendment to the Notes AXENT certificate of incorporation, bylaws, or any other charter document, or execution of any merger, consolidation, share exchange, business combination or recapitalization; (x) any capital expenditure in terms any calendar month which, when added to all other capital expenditures made by AXENT and its Subsidiaries in such calendar month resulted in such capital expenditures exceeding $250,000 in the aggregate; (xi) any payment, discharge or satisfaction of rights any material claims other than the payment, discharge or satisfaction of paymentliabilities (including accounts payable) in the ordinary course of business, or any collection or acceleration of the collection of any amounts owed (including accounts receivable) other than collection in the ordinary course of business; (xii) any resolution of any material claim or litigation, or any commencement of a lawsuit other than for the routine collection of bills; or (xiii) any agreement or proposal to do any of the things described in the preceding clauses (i) through (xiii) other than as expressly contemplated or provided for in this Agreement.

Absence of Changes or Events. Since Except as disclosed in the Company SEC Documents filed and publicly available prior to the date of this Agreement or as set forth in Section 5.8 or 7.1 of the Company Disclosure Schedule or permitted by Section 7.1 of this Agreement, since May 31, 1996, the Company and its Subsidiaries have conducted their respective Balance Sheetsbusinesses only in the ordinary course, and there has not been (i) any Material Adverse Effect change or any development occurrence (other than those which relate to the industries the Company operates in generally or change the economy in circumstances that general) which resulted in or is reasonably likely to result in have a Material Adverse Effect. Except Effect on the Company or, as set forth in Schedule 2.9 such change or as otherwise contemplated or permitted by this Agreement, since the date of the respective Balance Sheets, occurrence relates directly to the business of each Wagnxx, xx Wagnxx, (xi) any declaration, setting aside or payment of the Companies and their respective Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries has (i) declared or paid any dividend or made any other distribution with respect to its respective shareholders whether or not upon or in respect the Company Common Stock, (iii) any issuance of any shares of their respective capital stock, (ii) redeemed Company Common Stock or otherwise acquired any shares of their respective other capital stock or issued any capital stock or any option, warrant or right relating thereto of the Company or any securities convertible into or exchangeable or exercisable for capital stock of the Company, (iv) any split, combination or reclassification of any of the capital stock of the Company or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of their respective its capital stockstock of the Company, (iiiv) adopted (X) any granting by the Company or materially amended any Benefit Plan (as defined of its Subsidiaries to any director or officer of the Company or any of its Subsidiaries of any increase in Section 2.16)compensation, except as required under employment agreements in effect as of August 23, 1996 that were included as an exhibit to a Company SEC Document filed and publicly available prior to the date of this Agreement, (Y) any granting by lawthe Company or any of its Subsidiaries to any such person of any increase in severance or termination pay, except as disclosed in Section 5.8 or entered 7.1 of the Company Disclosure Schedule or, (Z) any entry by the Company or any of its Subsidiaries into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for termination agreement with any such director, officer or employee in the ordinary course of business consistent with past practice or as may be required under existing agreements, (v) incurred or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtednessperson, (vi) permittedother than those listed on Section 5.8 of the Company Disclosure Schedule, allowed any acquisition of 17 22 or suffered commitment to purchase or build any property or project involving an expenditure in excess of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments in the ordinary course of business that for either Company do not exceed $25,000 individually or $100,000 11 million in the aggregate, (vii) any damage, destruction or loss not covered by insurance, that has or reasonably could be expected to have a Material Adverse Effect on the Company or (viii) entered intoany change in accounting methods, principles or modifiedpractices by the Company affecting its assets, amendedliabilities or business, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real property, or (ix) incurred any indebtedness that is senior to the Notes except insofar as may have been required by a change in terms of rights of paymentGAAP.

Absence of Changes or Events. Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 or as otherwise contemplated or permitted by this Agreement5(i) annexed hereto, since the date of the respective Balance Sheets, the business of Sheet Date each of the Companies and Seller Parties has conducted their respective Subsidiaries has been conducted business only in the ordinary course and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries has not: (i) declared incurred any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except deposits taken and federal funds purchased in the ordinary course of business of Seller Bank, FHLB advances not exceeding $5 million, and current liabilities for trade or business obligations incurred in the ordinary course of business and consistent with their prior practice, none of which liabilities, in any case or in the aggregate, materially and adversely affects their respective businesses, liabilities or financial condition; (ii) discharged or satisfied any lien, charge or encumbrance other than those then required to be discharged or satisfied, or paid any dividend obligation or liability, absolute, accrued, contingent, or otherwise, whether due or to become due, other than current liabilities shown on the Seller Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business and consistent with their prior practice; (iii) declared or made any payment of dividends or other distribution to its respective their shareholders whether or not upon or in respect of any shares of their respective capital stock, (ii) redeemed or otherwise acquired purchased, retired or redeemed, or obligated themselves to purchase, retire or redeem, any of their shares of their respective capital stock or issued any capital stock other securities; (iv) mortgaged, pledged or subjected to lien, charge, security interest or any option, warrant other encumbrance or right relating thereto or restriction any securities convertible into or exchangeable for any shares of their respective capital stockproperties, (iii) adopted business or materially amended any Benefit Plan (as defined in Section 2.16)assets, tangible or intangible, except for the pledging or granting of security interests in investment securities to secure public deposits as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee law and in the ordinary course of business consistent with past practice or as may be required under existing agreements, business; (v) incurred sold, transferred, leased to others or assumed otherwise disposed of any liabilityof their material assets, obligation or indebtedness for borrowed money cancelled or guaranteed compromised any such liabilitydebt or claim, obligation or indebtedness, waived or released any right of substantial value; (vi) permittedreceived any notice of termination or threat of termination of any contract, allowed lease or other agreement or suffered any damage, destruction or loss (whether or not covered by insurance) which, in any case or in the aggregate, has had a materially adverse effect on the assets or operations of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, Seller Parties on a consolidated basis; (vii) cancelled had any indebtedness material change in their relations with their employees, agents, depositors, loan customers, correspondent banks or waived suppliers; (viii) transferred or granted any claims rights under, or entered into any settlement regarding the breach or infringement of, any United States or foreign license, patent, copyright, trademark, trade name or similar rights, or modified any existing rights with respect thereto; (ix) made any change in the rate of substantial valuecompensation, except for customer trade adjustments commission, bonus or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance or vacation pay, to any shareholder, director, officer, employee, or agent of any of the Seller Parties; --8-- (x) issued or sold any shares of their capital stock or other securities, or issued, granted or sold any options, rights or warrants with respect thereto, or acquired any capital stock or other securities of any corporation or any interest in any business enterprise, or otherwise made any loan or advance to or investment in any person, firm or corporation, other than in the ordinary course of business that for either Company do not exceed business; (xi) made any capital expenditures or capital additions or betterments in excess of an aggregate of $25,000 individually 20,000; (xii) instituted, had instituted against any of them, settled or $100,000 agreed to settle any litigation, action or proceeding before any court or Governmental Authority relating to any of Seller Parties or any of their property; (xiii) suffered any change, event or condition which, in any case or in the aggregate, has had or may have a Materially Adverse Effect on the consolidated condition of Seller Parties (viiifinancial or otherwise), or their properties, assets, liabilities, or operations, including, without limitation, any change in earnings or costs, or relations with their employees, agents, depositors, loan customers, correspondent banks or suppliers; (xiv) entered intointo any transaction, contract or commitment, other than in the ordinary course of business, or modifiedpaid or agreed to pay any brokerage, amendedfinder's fee, terminatedtaxes or other similar expenses in connection with, or permitted the lapse incurred any severance pay obligations by reason of, this Agreement or the transactions contemplated hereby; (xv) (a) made or agreed to make any loan or loans to any one person or entity that would cause such person or entity to have outstanding loans from any of Seller Parties exceeding in the aggregate $200,000; (b) made, renewed or extended or agreed to make, renew or extend any fixed-rate loan with an interest rate of less than the prime rate of the money center banks for a term in excess of one year (except new automobile loans); or (c) repossessed or purchased in a foreclosure action any personal or real property lease or other material agreement relating to real property, in excess of $25,000; or (ixxvi) incurred entered into any indebtedness that is senior agreement or made any commitment to take any of the Notes types of action described in terms of rights of payment.subparagraphs (i) through (xv) above. (j)

Absence of Changes or Events. Since the date of the respective Balance SheetsSheet Date, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a (i) Seller Material Adverse Effect. Except ; and (ii) except as set forth in Schedule 2.9 4.15, none of Seller or as otherwise contemplated or permitted by this Agreement, since the date of the respective Balance Sheets, the business of each of the Companies and their respective Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries Affiliate thereof has (iwith respect to the Purchased Assets): (A) declared discharged or satisfied any Lien or paid any dividend or made any liabilities other distribution to its respective shareholders whether or not upon or in respect of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee than in the ordinary course of business the operation of the Seller Business consistent with past practice practice, or failed to pay or discharge when due any liabilities; (B) sold, encumbered, assigned, transferred or otherwise disposed of any assets or properties (including rights or interests with respect to such assets or properties) which any Seller Entity purported to own as may be required under existing agreementsof the Balance Sheet Date or on any date since such date, except in the ordinary course of the operation of the Seller Business consistent with past practice; (vC) incurred any indebtedness (or assumed made any liability, obligation guaranties in respect thereof) for which a Purchaser Entity will be liable following the Closing Date or indebtedness for borrowed money subjected any of the assets or guaranteed properties owned by a Seller Entity to any such liability, obligation or indebtedness, Lien other than a Permitted Lien; (viD) permitted, allowed made or suffered any of their respective assets to become subject to any mortgage, security interest, lien amendment or other similar restriction termination of any nature whatsoeverCustomer Agreement, (vii) cancelled any indebtedness or canceled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, except for customer trade adjustments in the ordinary course of business that for either Company do not exceed $25,000 individually the operation of the Seller Business consistent with past practice; (E) changed any of the accounting principles followed by any Seller Entity relating to the operation of the Purchased Assets or $100,000 the methods of applying such principles or made or changed any Tax elections relating to the operation of the Purchased Assets; (F) entered into any transaction, except in the aggregateordinary course of the operation of the Purchased Assets consistent with past practice; or (G) agreed, (viii) entered intoorally or in writing, or modifiedgranted any other person an option, amended, terminated, or permitted to do any of the lapse of, any real property lease or other material agreement relating to real property, or things specified in subparagraphs (ixA) incurred any indebtedness that is senior to the Notes in terms of rights of paymentthrough (F) above.

Absence of Changes or Events. Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 expressly provided for elsewhere herein, RP has not, with respect to the RP Business or as otherwise contemplated or permitted by this Agreementthe RP Assets, since the date of the respective Balance Sheets, the business of each of the Companies and their respective Subsidiaries has been conducted during 2004: (a) incurred any Indebtedness other than in the ordinary course and in substantially the same manner as previously conductedof business, and neither consistent with past practices, (b) permitted any of the Companies nor RP Assets to be subjected to any of their respective Subsidiaries has Lien, other than a Permitted Lien and the Liens listed on Schedule 3.10(b) hereto, (ic) declared sold, transferred or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect otherwise disposed of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefitsassets that would constitute RP Assets, except for increases for any such director, officer dispositions or employee consumptions of assets or RP Inventory in the ordinary course of business consistent with past practice or as may be required under existing agreementspractices, (vd) incurred made any capital expenditure or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtednesscommitment therefor in excess of $50,000 in aggregate consistent with past practices, (vie) permitted, allowed or suffered made any of their respective assets to become subject loan to any mortgage, security interest, lien or Person other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments than in the ordinary course of business that for either Company do not exceed business, consistent with past practices, (f) waived any rights or settled any claims, in excess of $25,000 individually or $100,000 50,000 consistent with past practices, (g) granted any increase in the aggregaterate 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 practices, (viiih) entered intoadopted, or modifiedamended or modified in any respect, amendedany Benefit Plan, Employee Plan, or other benefit arrangement, (i) made any change in any method of accounting practice, (j) suffered or incurred any damage, destruction, fire explosion, accident, flood, or other casualty loss or act of God (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect, (k) amended or terminated, or permitted the lapse suffered any amendment or termination of, any real property lease RP Permit, RP Contract, RP 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 (other than possible disturbances arising from the disclosure prior to the Closing of the transactions contemplated by this Agreement to shareholders and employees), (m) otherwise failed to operate its business in the ordinary course consistent with past practices so as to preserve its business organization intact and to preserve the goodwill of its customers, suppliers, employees and others with whom it has business relations (other than possible disturbances arising from the disclosure prior to the Closing of the transactions contemplated by this Agreement to shareholders and employees), (n) any event, circumstance or change that has had or could reasonably be expected to have a Material Adverse Effect, (i) any material agreement relating to real propertyadverse change in RP’s sales patterns, pricing policies, accounts receivable or accounts payable, or (ixp) incurred agreed to do any indebtedness that is senior to of the Notes in terms of rights of paymentforegoing.