Common use of Absence of Changes Clause in Contracts

Absence of Changes. Except as set forth on Schedule 4.7, since the date of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoing.

Absence of Changes. Except as set forth on Schedule 4.7disclosed in the Company Reports filed prior to the date hereof, since September 30, 1998, the date Company and its Subsidiaries have conducted the businesses of the Latest Contributor Balance SheetCompany and its Subsidiaries, taken as a whole, only in, and have not engaged in any material transaction (iother than in connection with the transactions contemplated by this Agreement) other than according to, the ordinary course of such businesses and there has not been (i) any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted change in the ordinary course substantially consistent with past practices. Since the date financial condition, properties, business or results of operations of the Latest Contributor Balance Sheet, no Subject Entity Company and its Subsidiaries or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member knowledge of the Contributor Group has: (a) suffered executive officers of the Company, any material damage, destruction development or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any combination of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are notdevelopments which, individually or in the aggregate, would have a Material Adverse Effect on the Company; (ii) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the business of such Subject Entity Company or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible Subsidiaries, whether or intangible assetsnot covered by insurance; (iii) any declaration, except in the ordinary course setting aside or payment of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests dividend or other equity interests, or split, combined, reclassified, repurchased or redeemed distribution in respect of the stock of the Company; (iv) any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any change by the Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its in accounting principles, practices or methods other than those required by GAAP or Statutory Accounting Principles; (v) any material addition, or any development involving a prospective material addition, to the Company's consolidated reserves for future policy benefits or other policy claims and benefits; or (vi) any material change in the accounting, actuarial, investment, reserving, underwriting or claims administration policies, practices, procedures, methods, assumptions or principles of any Insurance Subsidiaries. Since September 30, 1998, except as required provided for herein or permitted as disclosed in the Company Reports filed prior to the date hereof or as set forth in a letter dated the date hereof delivered to Buyer contemporaneously with the execution hereof, there has not been any increase in the compensation payable or that could become payable by Law the Company or GAAP; or (k) authorizedany of its Subsidiaries to officers, agreeddirectors or employees, resolved any award made or committed option granted to officers, directors or employees, or any amendment of any of the foregoingBenefit Plans.

Absence of Changes. Except as set forth on Schedule 4.7Since the Balance Sheet Date, since there has been no material adverse change in the date condition, financial or otherwise, net worth or results of operations of the Latest Contributor Balance SheetCompany or any Subsidiary, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted other than changes occurring in the ordinary course substantially consistent with past practices. Since of business which changes have not, individually or in the date aggregate, had a materially adverse effect on the business, prospects, properties or condition, financial or otherwise, of the Latest Contributor Company or any Subsidiary. Without limiting the foregoing and except as set forth in the Disclosure Schedule, since the Balance SheetSheet Date: (i) neither the Company nor any Subsidiary has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business; (ii) neither the Company nor any Subsidiary has entered into any agreement, contract, commitment, lease, or license (or series of related agreements, contracts, commitments, leases, and licenses) either involving more than $50,000 or outside the ordinary course of business; (iii) no Subject Entity orparty (including the Company) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or their assets are bound; (iv) neither the Company nor any Subsidiary has imposed or permitted any other Person to impose any Lien upon any of its assets, tangible or intangible; (v) neither the Company nor any Subsidiary has made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the ordinary course of business; (vi) neither the Company nor any Subsidiary has made any capital investment in, any loan to or any acquisition of the securities or assets of any other Person (or series of related capital investments, loans and acquisitions) either involving more than $50,000 outside the ordinary course of business; (vii) neither the Company nor any Subsidiary has issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 alone or $50,000 in the aggregate; (viii) [RESERVED]; (ix) neither the Company nor any Subsidiary has canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside the ordinary course of business; (x) neither the Company nor any Subsidiary has granted any license or sublicense of any rights under or with respect to any Intellectual Property Rights except in the SUN Retail Assets prior to the Pre-Closing Transactions, member ordinary course of the Contributor Group has:business; (axi) suffered neither the Company nor any material Subsidiary has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xii) neither the Company nor any Subsidiary has experienced any damage, destruction destruction, or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (bxiii) revalued neither the Company nor any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) Subsidiary has made any capital expenditures loan to, or commitments therefor involving amounts that exceed $3,000,000 in the aggregateentered into any other transaction with, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assetsdirectors, except in officers and employees outside the ordinary course of business; (exiv) suffered neither the Company nor any extraordinary losses Subsidiary has entered into any employment contract or canceledcollective bargaining agreement, waivedwritten or oral, compromised or released modified the terms of any rights such contract or claims involving amounts that exceed $3,000,000 in the aggregateagreement; (fxv) made neither the Company nor any investment Subsidiary has granted any increase in the base compensation of any of its directors, officers, and employees outside the ordinary course of business; (xvi) neither the Company nor any Subsidiary has adopted, amended, modified or loan to terminated any Personbonus, profit-sharing, incentive, severance or acquired other plan, contract or commitment for the benefit of any business of its directors, officers, and employees (or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by taken any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement such action with respect to the foregoingany other benefit plan); (gxvii) issued, sold or otherwise permitted to become outstanding neither the Company nor any capital stock, membership interests or Subsidiary has made any other equity interests, or split, combined, reclassified, repurchased or redeemed change in employment terms for any shares of its capital stockdirectors, membership interestsofficers, or other equity interestsand employees outside the ordinary course of business; (hxviii) materially modified, changed neither the Company nor any Subsidiary has made or terminated pledged to make any Company Material Contractcharitable or other capital contribution outside the ordinary course of business; (ixix) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or there has not been any other material reorganization;occurrence, event, incident, action, failure to act or transaction outside the ordinary course of business involving the Company or any Subsidiary or their assets or business; and (jxx) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or neither the Company nor any Subsidiary has committed to do any of the foregoing.

Absence of Changes. Except as set forth on Schedule 4.7(a) During the period from October 1, since 2020 through the date of the Latest Contributor Balance Sheetthis Agreement, (i) there has not been any Company Material Adverse Effect Effect, and (iino event has occurred or circumstance has arisen that, in combination with any other events or circumstances, will or would reasonably be expected to have or result in a Material Adverse Effect. Since October 1, 2020 through the date of this Agreement, except as set forth in Section 3.11(a) of the Disclosure Schedule, or in connection with the negotiation, execution and delivery of this Agreement, UAV has conducted its business of each Subject Entity and the SUN Retail Business has been conducted only in the ordinary course substantially and consistent with past practices. , and UAV has: (i) used commercially reasonable efforts to (A) preserve intact its current business organization, (B) keep available the services of its then current officers, employees and independent contractors, (C) preserve its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, and (D) maintain its assets in their current condition, except for ordinary wear and tear, except, in the cause of clauses (B), (C) and (D) where such failure would not reasonably be expected to have a Material Adverse Effect; (ii) repaired, maintained or replaced its equipment in accordance with the normal standards of maintenance applicable in the industry in which it operates; (iii) paid all Indebtedness and other accounts payable as they became due; and (iv) prepared and filed, or caused to be prepared and filed, any Tax Returns that were required to be filed and paid all Taxes due with respect to such Tax Returns within the time and in the manner required by applicable Legal Requirements. (b) Since December 1, 2020 through the date of this Agreement, UAV has not, except as set forth in Section 3.11(b) of the Latest Contributor Balance SheetDisclosure Schedule or in connection with the execution, no Subject Entity delivery and negotiation of this Agreement: (A) entered into any Contract outside the ordinary course of business consistent with past practice, (B) amended or terminated (other than by expiration) any Material Contract, (C) waived any material right or remedy under any Material Contract or (D) received any written notice that any other Person has or intends to take any action described in clause “(B)” or “(C)” above; (ii) transferred or granted any license or sublicense of any rights under or with respect to any of its IP, other than in the ordinary course of business consistent with past practice; (iii) made any written or, to the Knowledge of UAV, oral representation or commitment with respect to any aspect of any Employee Benefit Plan that is not in accordance with the existing written terms and provisions of such Employee Benefit Plan; (iv) (A) acquired (including by merger, consolidation or the acquisition of any equity interest or assets) or sold (including by merger, consolidation or the sale of an equity interest or assets), leased or disposed of any business or assets outside of the ordinary course of business consistent with past practice, (B) licensed any asset to any other Person, except for fair consideration in the ordinary course of business and consistent with past practices, (C) formed any subsidiary or acquired any equity interest or other interest in any other Entity, or (D) entered into any joint venture, strategic partnership or alliance; (v) amended or permitted the adoption of any amendment to any of its Organizational Documents, or effected or became a party to any Acquisition Transaction (other than the Stock Purchase), recapitalization, reclassification of equity interests or similar transaction; (A) incurred any Indebtedness outside the ordinary course of business consistent with past practice, (B) mortgaged, pledged or subjected to any Lien (other than Permitted Liens) any of its material assets, or (C) made any loan, advance or capital contribution to, or investment in, any other Person; (vii) (A) changed any of its methods of accounting or accounting practices in any material respect, (B) changed any of its practices or procedures with respect to the SUN Retail Assets prior collection of accounts receivable or the payment of accounts payable, (C) to the Pre-Closing TransactionsKnowledge of UAV, member offered to discount the amount of any account receivable other than in the ordinary course of business, (D) extended any incentive (whether to an account debtor, an account creditor or any employee or third party responsible for the collection of receivables or the payment of payables) with respect to any account receivable or account payable or the payment or collection thereof, or (E) taken or omitted to take any other action outside of the Contributor Group has:ordinary course with the intent or effect of accelerating the collection of receivables or delaying the payment of payables; (aviii) (A) declared or made any dividend with respect to any of its Stock, (B) set aside any asset for any dividend, distribution or otherwise, or (C) purchased, redeemed or acquired any Stock or any other security of UAV; (ix) sold, issued, granted or authorized the issuance or grant of (A) any Stock or security of UAV; (B) any option, warrant or right to acquire any Stock (or cash based on the value of Stock) or security of UAV; or (C) any instrument convertible into or exchangeable for any Stock (or cash based on the value of Stock) or security of UAV; (x) amended or waived any of its rights under, or permitted the acceleration of the payment, funding or vesting under any other Contract, Employee Benefit Plan or arrangement relating to compensation, benefits or the provision of services to or for the benefit of UAV; (xi) (A) entered into any collective bargaining agreement, works council agreement or other Contract with any employee representative body, (B) established, adopted, amended or terminated any Employee Benefit Plan, (C) paid, or made any new commitment to pay, any bonus or made any profit-sharing payment, cash incentive payment or similar payment, other than commissions paid in the ordinary course of business and consistent with past practices, (D) increased, or made any commitment to increase, the amount of the wages, salary, commissions, fringe benefits, employee benefits or other compensation (including equity-based compensation, whether payable in cash or otherwise) or remuneration payable to any Associate other than changes made in the ordinary course of business and consistent with past practices, (E) funded, or made any commitment to fund, any compensation obligation (whether by grantor trust or otherwise), or (F) granted any new right to severance or termination benefits, retention benefits, or change-in-control benefits or increased any existing right to severance or termination pay, retention benefits, or change-in-control benefits to any Associate; (xii) (A) canceled, compromised, waived or released any right or claim, other than immaterial rights or claims in the ordinary course of business, or (B) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible propertyany material asset of UAV; (bxiii) revalued incurred or committed to incur any of their respective assetscapital expenditures, including writing off notes capital additions or accounts receivable capital improvements, other than budgeted capital expenditures made in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeconsistent with past practice; (cxiv) except as required by applicable Legal Requirements or to the extent such action will not have an adverse effect on UAV after the Closing Date, (A) made, changed or rescinded any election relating to Taxes, (B) settled or compromised any claim, controversy or Legal Proceeding relating to Taxes, (C) made any capital expenditures change to (or commitments therefor involving amounts that exceed $3,000,000 made a request to any Taxing Authority to change) any of its methods, policies or practices of Tax accounting or methods of reporting income or deductions for Tax purposes, (D) amended, refiled or otherwise revised any previously filed Tax Return, (E) prepared any Tax Return in a manner inconsistent with past practices; (F) consented to an extension or waiver of the aggregatestatutory limitation period applicable to a claim or assessment in respect of Taxes, except for capital expenditures (AG) incurred in the ordinary course entered into a Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, (H) granted any power of business attorney relating to Tax matters, or (BI) relating requested a ruling with respect to the completion of those projects in progress set forth on Schedule 4.7(c)Taxes; (dxv) sold, leased, licensed, mortgaged, assigned commenced or transferred settled any of its tangible or intangible assets, except in the ordinary course of businessLegal Proceeding; (exvi) suffered performed any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement acts with respect to Patent applications or taken any actions involving the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPUnited States Patent and Trademark Office; or (kxvii) authorized, authorized or approved or agreed, resolved committed or committed offered (orally or in writing) to take any of the foregoingactions described in clauses “(i)” through “(xvi)” of this Section 3.11(b).

Absence of Changes. Since December 31, 2017, the Company and each of its Subsidiaries have conducted their respective businesses in all material respects in the Ordinary Course of Business. Except as set forth (x) in the Company SEC Reports, and (y) on Schedule 4.7Section 2.6 of the Company Disclosure Schedule, since after December 31, 2017 and on or before the date of the Latest Contributor Balance Sheet, hereof: (ia) there has not been any Company Material Adverse Effect and (ii) change, event, circumstance or condition to the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date Knowledge of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are notCompany that, individually or in the aggregate, material has had, or would reasonably be expected to have, a Company Material Adverse Effect; (b) except as required as a result of a change in applicable Laws or GAAP or as disclosed in the notes to the business Company Financial Statements, there has not been any material change in any method of such Subject Entity accounting or such member accounting practice by the Company or any of the Contributor Group, taken as a wholeits Subsidiaries; (c) made there has not been any capital expenditures other action, event or commitments therefor involving amounts occurrence that exceed $3,000,000 in would have required the aggregateconsent of Parent pursuant to Section 4.4(b) of this Agreement had such action, except for capital expenditures (A) incurred in event or occurrence taken place after the ordinary course execution and delivery of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)this Agreement; (d) soldthere has not been any: (i) grant of or increase in any severance or termination pay to any employee or director of the Company or its Subsidiaries, leased(ii) entry into any employment, licensedconsulting, mortgageddeferred or equity compensation, assigned retention, change in control, transaction bonus, severance or transferred other similar plan or agreement (or any amendment to any such existing agreement) with any new or current employee, director or other service provider of the Company or any of its tangible Subsidiaries except in the Ordinary Course of Business, (iii) change in the compensation, bonus or intangible assetsother benefits payable or to become payable to its directors, officers, employees or consultants, except in the ordinary course Ordinary Course of businessBusiness, or as required by any pre-existing plan or arrangement set forth in Section 2.6(d) of the Company Disclosure Schedule, (iv) action to accelerate the vesting or payment of any compensation or benefit to any employee or other service provider of the Company or its Subsidiaries, (v) adoption, modification or termination of any Company Employee Program other than as required by applicable Law, or (vi) termination of any of the officers or key employees of the Company or any of its Subsidiaries; (e) suffered the Company has not acquired or sold, pledged, leased, encumbered or otherwise disposed of any extraordinary losses material property or canceled, waived, compromised assets or released agreed to do any rights or claims involving amounts that exceed $3,000,000 in of the aggregateforegoing; (f) made other than the grant of non-exclusive licenses in the Ordinary Course of Business, there has been no transfer (by way of a license or otherwise) of, or agreement to transfer to, any investment in or loan Person’s rights to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingCompany Intellectual Property; (g) issued, sold or otherwise permitted there has been no notice delivered to become outstanding the Company of any capital stock, membership interests or other equity interestsclaim of ownership by a third party of any of the Company Intellectual Property, or split, combined, reclassified, repurchased or redeemed of infringement by the Company of any shares of its capital stock, membership interests, or other equity interests;Third Party Intellectual Property; and (h) materially modified, changed or terminated there has not been any Company Material Contract; (i) adopted a plan or binding agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to do any of the foregoing.

Absence of Changes. Except as set forth on Schedule 4.7and to the extent disclosed by Parent in the Filed Parent SEC Reports or as disclosed in Section 4.8 of the Parent Disclosure Schedule, since January 1, 1999, Parent and its subsidiaries have, in all material respects, conducted their businesses in the date of the Latest Contributor Balance Sheet, (i) ordinary and usual course consistent with past practice and there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasbeen: (a) suffered any material damageevent, destruction change, occurrence, development or loss state of circumstances or facts which does or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, excluding any change, effect, event, development, state of facts or circumstances or occurrence (whether i) relating to the United States economy in general, (ii) relating to events or developments affecting the industry in which Parent and its subsidiaries operate generally, (iii) with respect to station affiliation agreements only, arising out of or otherwise resulting from the announcement of the execution and delivery of this Agreement or (iv) arising out of or otherwise resulting from any action taken or not covered taken by insurance) from fire Parent or other casualty to its tangible propertyMerger Sub at the direction of the Company in compliance with the terms and conditions of this Agreement; (b) revalued any declaration, setting aside or payment of their respective assetsany dividend or other distribution with respect to any shares of capital stock of Parent, including writing off notes or accounts receivable any repurchase, redemption or other acquisition by Parent or any subsidiary of any Parent Securities; (c) any amendment of any term of any outstanding security of Parent or any subsidiary; (d) (i) any incurrence or assumption by Parent or any subsidiary of any indebtedness for borrowed money (A) other than in the ordinary course of business consistent with past practice or (B) in amounts connection with any acquisition or capital expenditure permitted by Section 5.2 or (ii) any guarantee, endorsement or other incurrence or assumption of liability (whether directly, contingently or otherwise) by Parent or any subsidiary for the obligations of any other person (other than any wholly owned subsidiary of Parent), other than in the ordinary course of business consistent with past practice; (e) any creation or assumption by Parent or any subsidiary of any Lien (other than Permitted Liens) of any kind or nature whatsoever on any material asset of Parent or any subsidiary other than in the ordinary course of business consistent with past practice; (f) any making of any loan, advance or capital contribution to or investment in any person by Parent or any subsidiary other than (i) any acquisition permitted by Section 5.2, (ii) loans, advances or capital contributions to or investments in wholly owned subsidiaries of Parent or (iii) loans or advances to employees of Parent or any subsidiary made in the ordinary course of business consistent with past practice not in excess of $50,000 individually or $250,000 in the aggregate; (i) any contract or agreement entered into by Parent or any subsidiary relating to any material acquisition or disposition of any assets or business or (ii) any modification, amendment, assignment, termination or relinquishment by Parent or any subsidiary of any contract, license or other right (including any insurance policy naming it as a beneficiary or a loss payee) that are notdoes or would reasonably be expected to have, individually or in the aggregate, material to a Material Adverse Effect on Parent, other than, in the case of (i) and (ii), transactions, commitments, contracts or agreements in the ordinary course of business of such Subject Entity or such member of the Contributor Group, taken as a wholeconsistent with past practice and those contemplated by this Agreement; (ch) made any capital expenditures material change in any method of accounting or commitments therefor involving amounts that exceed $3,000,000 in the aggregateaccounting principles or practice (for financial accounting or tax purposes) by Parent or any subsidiary, except for capital expenditures any such change required by GAAP; (Ai) incurred any (i) grant of any severance or termination pay to any director, officer or employee of Parent or any of its subsidiaries other than, with respect to employees (but not executive officers or directors), in the ordinary course of business or involving payments not in excess of $25,000 in any one case, or in the aggregate $100,000; (Bii) relating entering into of any employment, deferred compensation or other similar agreement (or any amendment to the completion any such existing agreement) with any director, officer or employee of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned Parent or transferred any of its tangible subsidiaries; (iii) increase in benefits payable under any existing severance or intangible assetstermination pay policies or employment agreements; or (iv) increase in compensation, except bonus or other benefits payable to directors, officers or employees of Parent or any of its subsidiaries other than, in the case of clauses (ii), (iii) or (iv), the entering into of such agreements (or amendments thereto) or the payment of increases made prior to the date hereof in the ordinary and usual course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement consistent with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization;past practice; or (j) changed any action or proceeding commenced or, to the knowledge of Parent, threatened or proposed, to condemn or take by eminent domain or other governmental action any real or personal property owned or used by Parent and its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingsubsidiaries.

Absence of Changes. Except Other than as set forth on Schedule 4.7permitted by this Agreement or pursuant to the Internal Reorganization Documents, since the date of the Latest Contributor Balance SheetDecember 31, 2009, (i) there has not been any Company Material Adverse Effect (x) Stockholder and the Companies, as applicable, have conducted the Business only in the Ordinary Course and (iiy) the business of each Subject Entity and the SUN Retail Business has been conducted Companies and, in the ordinary course substantially consistent with past practices. Since the date respect of the Latest Contributor Balance SheetBusiness, Stockholder have not experienced any event or condition, and to Stockholder’s Knowledge, no Subject Entity orevent or condition is threatened, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are notwould, individually or in the aggregate, material to have a Material Adverse Effect, (ii) none of Stockholder, the business Companies or their Affiliates has transferred, leased or otherwise disposed of such Subject Entity or such member any of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, material Business Assets or acquired any business or Person, by merger or consolidation, purchase or sale of substantial material assets or equity interestsproperties for the Business, or other than in each case in the Ordinary Course, (iii) there has not been any change by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingCompanies or, in respect of the Business, Stockholder or its Affiliates in accounting or Tax reporting principles, methods or policies that would have the effect of increasing the Tax liability for the Companies for any period ending after the Closing Date or decreasing any Tax attribute existing on the Closing Date, (iv) none of the Companies or, in respect of the Business, Stockholder or its Affiliates has made or rescinded any election relating to Taxes or settled or to Stockholder’s Knowledge compromised any claim, action, suit, litigation, Legal Proceeding, arbitration, investigation, audit or controversy relating to Taxes that would have the effect of increasing the Tax liability for the Companies for any period ending after the Closing Date or decreasing any Tax attribute existing on the Closing Date, and (v) none of the actions or events prohibited or circumscribed by clauses (iv), (v) or (vii) of Section 5.2 has been taken or occurred.

Absence of Changes. Except as set forth on Schedule 4.7, since the date in Section 3.14 of the Latest Contributor Balance SheetDisclosure Schedule, (i) there has not been any Company Material Adverse Effect and (ii) during the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date Relevant Period none of the Latest Contributor Balance SheetCompany, no Subject Entity or, with respect to MDE or the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasSubsidiaries: (a) suffered any Material Adverse Effect (nor, to the Seller's Knowledge, do any facts exist which are reasonably likely to result in a Material Adverse Effect); (b) canceled any indebtedness owing to the Company, MDE or the Subsidiaries or waived any material claims or rights, including, without limitation, any rights under any of its material contracts, leases or authorizations, except in the ordinary course of business; (c) sold, transferred or otherwise disposed of any of its assets or properties except in the ordinary course of business; (d) made any material change in any method of accounting or accounting practice, made any adjustments to its books and records, or recharacterized any assets or liabilities in any material respect, except to the extent required by GAAP or the rules and regulations promulgated under the US securities laws; (e) written off as uncollectible any notes or accounts receivable, other than in the ordinary course of business; (f) with respect to the Business, made any capital expenditure commitment for additions to property, plant, equipment or tangible capital assets or made capital expenditure commitments without the prior written consent of the Purchaser, other than capital expenditures that are set forth in the respective 2004 Budgets of the Business; (g) had any material labor dispute or received notice of any grievance that triggered an arbitration under any collective bargaining agreement; (h) borrowed or agreed to borrow any funds other than (i) the Senior Debt, and funds borrowed from the Seller, the Company or any Subsidiary and (ii) indebtedness that will be repaid prior to the Closing with the prior written consent of the Purchaser; (i) made any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business; (j) entered into any written employment agreement with any non-union employee or increased in any manner the compensation of any of its directors, officers or non-union employees, except for such increases granted in the ordinary course of business other than employment agreements entered into in connection with the closing of the transactions contemplated by the Chicago Stock Purchase Agreement, copies of which have been provided to the Purchaser; (k) adopted, granted, extended or increased the rate or terms of any bonus, severance, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any of its directors, officers or employees, except in the ordinary course of business other than employee benefit plans and insurance plans adopted immediately following the closing of the transactions contemplated by the Chicago Stock Purchase Agreement, and copies of such plans have been provided to the Purchaser; (l) made any change in its organizational documents or issued any additional equity securities or granted any option, warrant or right to acquire any equity securities or issued any security convertible into or exchangeable for its equity securities; (m) experienced any damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible propertyassets or properties in an amount exceeding $25,000; (bn) revalued entered into any collective bargaining or similar contract, or modified the terms of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of any such Subject Entity or such member of the Contributor Group, taken as a wholeexisting contract; (co) made authorized or paid any capital expenditures dividends or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating other similar distributions other than to the completion Company, MDE or any wholly-owned subsidiary of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPMDE; or (kp) authorized, suffered or agreed, resolved whether orally or committed in writing, to do any of the foregoing.

Absence of Changes. Except as set forth on in Schedule 4.73.21, since the Interim Balance Sheet Date and through the date of this Agreement, the Latest Contributor Balance Sheet, (i) Company and its Subsidiaries have conducted their business only in the Ordinary Course there has not been any change, event, development, damage or circumstance affecting the Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are notSubsidiaries which, individually or in the aggregate, material to the business of such Subject Entity or such member has had a Company Material Adverse Effect. As amplification and not in limitation of the Contributor Groupforegoing, taken since the Interim Balance Sheet Date and through the date of this Agreement, except as a wholeset forth in Schedule 3.21, there has not been: (a) any Encumbrance imposed or created on any of the Assets, other than Permitted Encumbrances; (cb) made any capital expenditures damages, destructions or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course losses of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible the Assets, whether or intangible assetsnot covered by insurance, except in the ordinary course excess of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 100,000 in the aggregate; (c) except in the Ordinary Course of Business, any entrance into, assignment, termination, modification or amendment of any Contract of a type required to be scheduled on Schedule 3.6 or any Real Property Lease; (d) any increase in the salary, benefit or other compensation of any employee, officer or director of the Company (or any promise to effect such an increase in the future), or any increase in or any addition to other benefits to which any such employee, officer or director may be entitled (or any promise to effect such an increase in the future), other than in the Ordinary Course of Business or as required by any Employee Plan or Collective Bargaining Agreement; (e) any extraordinary compensation, bonus, payment or distribution to the Company or any employee, officer, director or consultant of the Company (or any promise to pay any extraordinary compensation, bonus or payment other than base salary, or regular commissions at anytime in the future); (f) made any investment change in any of the accounting principles adopted by the Company or loan to any Personits Subsidiaries, or acquired any business material change in the Company’s or Personits Subsidiaries’ accounting procedures, by merger practices or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement methods with respect to the foregoingapplying such principles, other than as required by GAAP or by applicable Regulations; (g) issuedany failure to pay or discharge when due (after the application of any applicable grace periods) any Liabilities of the Company or its Subsidiaries, sold or otherwise permitted to become outstanding any capital stockexcept for Liabilities being contested in good faith, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests;which are fully reflected and reserved for in the Interim Financial Statements (h) materially modified, changed or terminated the termination of any Company Material Contractofficer of the Company; (i) adopted a plan any declaration, setting aside or agreement payment of complete any dividend or partial liquidationother assets of any kind whatsoever with respect to any shares of the capital stock of the Company, dissolutionany direct or indirect redemption, merger, consolidation, restructuring, recapitalizationpurchase or other acquisition of any such shares of the capital stock of the Company by the Company or by any other Person, or any other material reorganizationpayment or distribution to any stockholder of the Company or any Affiliate of any such stockholder by the Company; (j) changed any cancellation or forfeiture of any material debts or claims of the Company or its accounting principlesSubsidiaries or any waiver of any rights of material value to the Company or its Subsidiaries; (k) any issuance by the Company or its Subsidiaries of any shares of Company Capital Stock or debt security or any security, practices right, option or methods except as required warrant convertible into or permitted exercisable or exchangeable for any shares of Company Capital or debt security; (l) any write-off of any accounts receivable or notes receivable of the Company or its Subsidiaries or any portion thereof in excess of $25,000 individually or $75,000 in the aggregate; (m) any loan, advance or capital contribution to, or investment in, any Person by Law the Company or GAAPits Subsidiaries or the engagement by the Company or its Subsidiaries in any transaction with any employee, officer, director or security holder of the Company or its Subsidiaries, other than the payment of normal wages and salaries to employees in the Ordinary Course of Business and advances to employees in the Ordinary Course of Business for travel and similar business expenses; (n) any material change in the manner in which the Company or its Subsidiaries extends or receives discounts or credit from a Major Customer or Major Supplier; (o) any labor or employment dispute or negotiation or union or other organizing campaign purportedly on behalf of or involving any employee of the Company or its Subsidiaries, or any threat thereof; (p) any amendment to the Certificate of Incorporation or Company By-Laws or equivalent document of the Company or its Subsidiaries; (q) any capital expenditure or commitment by the Company or its Subsidiaries in excess of $100,000; or (kr) authorizedany agreement, agreedunderstanding, resolved authorization or committed proposal, whether in writing or otherwise, for the Company or its Subsidiaries to take any of the foregoingactions specified in this Section 3.21.

Absence of Changes. Except as set forth disclosed on Disclosure Schedule 4.73.22, since the date of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date most recent of the Latest Contributor Balance SheetFinancials (December 31, no Subject Entity or2014), with respect to the SUN Retail Assets prior to Acquired Companies have conducted the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than Operations only in the ordinary course of business and there has not been: (a) any change in amounts that are not, individually the membership interests of any of the Acquired Companies or in the aggregate, material to the business of such Subject Entity or such member any of the Contributor Grouprights afforded by reason of the membership interests in any of the Acquired Companies; (b) any repurchase, taken as a whole; redemption, retirement, or transfer of any membership interest in any of the Acquired Companies; (c) made the declaration of, or payment of, any capital expenditures dividend, distribution or commitments therefor involving amounts other payment related to the membership interests in any of the Acquired Companies, other than distributions to enable the members to pay Taxes that exceed $3,000,000 are consistent with the Acquired Companies’ past practice and other than the distributions contemplated in Section 5.04, or which distributions do not result in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); Net Working Capital being negative; (d) sold, leased, licensed, mortgaged, assigned or transferred any amendment to any of its tangible the Organizational Documents; (e) any payment or intangible assetsincrease by any of the Acquired Companies of any bonuses, except salaries, or other compensation to any member, manager, officer, or employee, or any entry by any of the Acquired Companies into any employment, severance, bonus or similar contract with any member, manager, officer, or employee; (f) the adoption of, or increase in the payments to or benefits under, any Employee Benefit Plans by any of the Acquired Companies; (g) damage to or destruction of or loss of any asset or property of any of the Acquired Companies; (h) the sale, lease, or other disposition of any asset or property of any of the Acquired Companies (or than the sale of Inventory in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person), or acquired the imposition of any business Encumbrance on or Person, by merger against any asset or consolidation, purchase or sale property of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material ContractAcquired Companies; (i) adopted a plan any material change in the accounting methods used by any of the Acquired Companies; or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principlesany agreement, practices whether oral or methods except as required or permitted written, by Law or GAAP; or (k) authorized, agreed, resolved or committed any of the Acquired Companies to do any of the foregoing.

Absence of Changes. Except as set forth on Schedule 4.7for the execution and performance of this Agreement and the discussions, since negotiations and transactions related thereto (i) from the Review Date through the date of the Latest Contributor Balance Sheetthis Agreement, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business circumstance, event, occurrence or development which has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheethad, no Subject Entity or, with respect or would reasonably be expected to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are nothave, individually or in the aggregate, a HiSoft Material Adverse Effect; (ii) since the date of this Agreement there has not been any circumstance, event, occurrence or development which has had, or would reasonably be expected to have, individually or in the aggregate, a HiSoft Material Adverse Effect, and (iii) from the Review Date through the date of this Agreement (and with respect to periods after the date of this Agreement, except as expressly contemplated by this Agreement), HiSoft and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice, and there has not been: (a) any redemption, repurchase (other than in connection with equity award grants under and in accordance with the HiSoft Incentive Plans) or other acquisition of any share capital of HiSoft or any of its Subsidiaries or any securities convertible into or exercisable or exchangeable for any such share capital by HiSoft or any of its Subsidiaries; (b) any declaration, setting aside or payment of any dividend or other distribution with respect to the business any share capital of such Subject Entity HiSoft or such member any of the Contributor Group, taken as a wholeits Subsidiaries (except for dividends or other distributions by any Subsidiary to HiSoft or to any Wholly-Owned HiSoft Subsidiary; (c) made any capital expenditures material change in any method of accounting or commitments therefor involving amounts that exceed $3,000,000 accounting practice by HiSoft or any of its Subsidiaries; (d) any making or revocation of any material Tax election, any settlement or compromise of any material Tax liability, or any change (or request to any taxing authority to change) in any material aspect of the method of accounting of HiSoft or any of its Subsidiaries for Tax purposes; (e) any material increase in the aggregatecompensation or benefits payable or to become payable to any of its directors, officers or employees (except for capital expenditures increases for non-senior management employees in the ordinary course of business and consistent with past practice); (Af) except to the extent required by applicable Law, (i) any establishment, adoption, entry into, termination or amendment of any labor, collective bargaining, bonus, profit sharing, equity, thrift, pension, retirement, deferred compensation, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any director, officer or employee, (ii) any grant or increase in any severance, change in control, termination or similar compensation or benefits payable to any director, officer or employee, or (iii) any acceleration of the time of payment or vesting of, or the lapsing of restrictions with respect to, or any funding or otherwise securing the payment of, any compensation or benefits payable or to become payable to any director, officer or employee under any benefit or compensation plan, agreement or arrangement; (g) any amendment to the memorandum and articles of association (or other equivalent governing instrument) of HiSoft or any of its Subsidiaries; (h) any incurrence of any indebtedness for borrowed money (other than short-term debt incurred in the ordinary course of business and consistent with past practice) or any guarantee of such indebtedness for another Person (Bother than any Wholly-Owned HiSoft Subsidiary) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase issue or sale of substantial assets or equity interestsdebt securities, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests warrants or other equity interests, rights to acquire any debt security of HiSoft or split, combined, reclassified, repurchased or redeemed any shares Subsidiary of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material ContractHiSoft; (i) adopted any adoption of, resolution to approve or petition or similar proceeding or order in relation to, a plan or agreement of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization, recapitalization or other material reorganizationreorganization of HiSoft or any of its Subsidiaries; (j) changed any receiver, trustee, administrator or other similar Person appointed in relation to the affairs of HiSoft or its accounting principles, practices property or methods except as required or permitted by Law or GAAPany part thereof; or (k) authorized, agreed, resolved any agreement or committed commitment to do any of the foregoing.

Absence of Changes. Except as set forth on disclosed in Section 3.6 of the Company Disclosure Schedule 4.7or the Company SEC Reports filed prior to the date of this Agreement, since the date of the Latest Contributor Balance Sheetmost recent audited financial statements included in the Company SEC Reports filed prior to the date of this Agreement (the "COMPANY FINANCIAL STATEMENT DATE"), (i) the Company and its subsidiaries have conducted their business only in the usual, regular and ordinary course consistent with past practice, and there has have not been (a) any Company events or circumstances that have had a Material Adverse Effect and on the Company, nor has there been any occurrence or circumstance that would have or would reasonably be likely to have a Material Adverse Effect on the Company, (iib) the business of each Subject Entity and the SUN Retail Business has been conducted except for regular quarterly distributions (in the ordinary course substantially consistent with past practices. Since the date case of the Latest Contributor Balance SheetCompany) not in excess of $0.27 per share of Company Common Stock and $0.5859375 per share of Company Preferred Stock with customary record and payment dates, no Subject Entity orany declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any shares of Company Stock, (c) any split, combination or reclassification of any shares of Company Stock or any issuance or the SUN Retail Assets prior authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to the Pre-Closing Transactionsacquire by exchange or exercise, member shares of its beneficial interest or any issuance of an ownership interest in, any of the Contributor Group has: Company's subsidiaries, except as contemplated by this Agreement, (ad) suffered any material damage, destruction or loss (loss, whether or not covered by insurance) from fire , that has had, would have or other casualty would reasonably be likely to its tangible property; (b) revalued any of their respective assetshave a Material Adverse Effect on the Company, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses change made prior to the date of this Agreement in accounting principles or canceledmaterial accounting practices by the Company or any of the Company's subsidiaries, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 except insofar as may have been disclosed in the aggregate; Company SEC Reports filed prior to the date of this Agreement or required by a change in GAAP or (f) made any investment in amendment of any employment, consulting, severance, retention or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into agreement between the Company and any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any officer of the foregoingCompany.

Absence of Changes. Except Since April 1, 2000, NCI, except as set forth described in Schedule 3.24, has carried on Schedule 4.7, since the date of Business and conducted its operations and affairs in the Latest Contributor Balance Sheet, (i) ordinary and normal course consistent with past practice and there has not been been: any Company Material Adverse Effect and material change in the condition (ii) the financial or otherwise), assets, liabilities, operations, earnings or business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: NCI; (ab) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire affecting the property or other casualty to its tangible property; (b) revalued any assets of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; NCI; (c) made any declaration, setting aside or payment of any dividend or other distribution with respect to any shares in the capital of NCI or any direct or indirect redemption, purchase or other acquisition of any such shares; (d) any issuance or sale by NCI or any Contract entered into by NCI, for the issuance or sale by NCI, of any shares in the capital of or securities convertible into or exercisable for shares in the capital of NCI; (e) any capital expenditures or commitments therefor involving amounts that exceed of NCI in excess of Ten Thousand ($3,000,000 10,000) Dollars in the aggregate, except for capital expenditures ; (Af) incurred any change in the ordinary course accounting or tax practices followed by NCI; (g) any change adopted in the depreciation or amortization policies or rates used by NCI; (h) any labor disruptions; (i) any write-off as uncollectable of business any accounts or notes receivable or any portion thereof of NCI in amounts exceeding Ten Thousand (B$10,000) relating Dollars in each instance or Twenty-Five Thousand ($25,000) Dollars in the aggregate; any increase in the compensation (including without limitation any increase pursuant to any employee plan or commitment) or bonus payable to any officer, employee, consultant or agent thereof or the completion execution of those projects in progress set forth on Schedule 4.7(c); any employment contract with any officer or employee, or the making of any loan to any officer, employee, consultant or director of NCI; (dk) soldany payments made, leased, licensed, mortgaged, assigned authorized or transferred declared by NCI to any of its tangible or intangible assetsofficers, directors and employees, except in the ordinary course of business; business and at regular rates of salary or remuneration payable to such person; (el) suffered any extraordinary losses change in NCI other than as previously disclosed in this Agreement or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoing.Schedules thereto. 3.25

Absence of Changes. (a) Except as set forth on Schedule 4.73.17, since December 31, 2012 the date Company (or Seller on behalf of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, or solely with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasCompany) has not: (ai) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible propertyMaterial Adverse Effect; (bii) revalued allowed any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts Person (that are not, individually or in the aggregate, is not an Affiliate) to cancel any material Indebtedness owing to the business of Company or waived any material claims or rights concerning such Subject Entity or such member of the Contributor Group, taken as a wholeIndebtedness; (ciii) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregateacquired, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leasedtransferred, licensed, mortgaged, assigned leased or transferred otherwise acquired or disposed of any of its tangible material assets or intangible assets, properties except in the ordinary course of business; (eiv) suffered made any extraordinary losses material change in any method of accounting or canceled, waived, compromised accounting practice except to the extent required by GAAP; (v) made any single capital expenditure in excess of $50,000 or released made any rights or claims involving amounts that exceed such capital expenditures in excess of $3,000,000 250,000 in the aggregate; (fvi) borrowed or agreed to borrow any funds, assumed, guaranteed or otherwise become liable or responsible for the obligations of any Person or made any investment loans, advances or capital contributions to, or investments in, any Person; (vii) issued or sold any Shares or other securities or any options, warrants or other rights to acquire any such Shares or other securities; (viii) entered into, adopted or materially amended any Employee Plan (except for matters required by Law) or materially modified the employment terms of its directors, officers or executive employees, generally or individually, or, except in the ordinary course of business, hired any new officers or loan any new executive employees; (ix) instituted or settled any Action or other legal proceeding before any court, arbitrational tribunal, administrative agency or commission or other Governmental Authority; (x) made, changed or rescinded any Tax election, changed an annual accounting period, adopted or changed any accounting method with respect to Taxes, filed any amended Tax Return, signed or entered into any closing agreement or settlement, settled or compromised any claim or assessment of Tax liability, settled or compromised any proceeding with respect to any PersonTax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or acquired waiver of the limitation period applicable to any business Tax claim or Personassessment, by merger acted or consolidationomitted to act where such action or omission to act could reasonably be expected to have the effect of increasing any present or future Tax liability or decreasing any present or future Tax benefit of the Company or Purchaser; or (xi) committed in writing to do any of the foregoing. (b) Since January 1, purchase 2014 the Company (or sale Seller on behalf of substantial assets or equity interestssolely with respect to the Company) has not increased or committed to increase the salary, bonus or by other compensation of any other manner, in a single transaction or a series of related transactionsemployee, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interestsemployment agreement, or split, combined, reclassified, repurchased amendment or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed modification to any of the foregoingexisting employment agreement.

Absence of Changes. Except as set forth on disclosed in SECTION 3.12 of the Disclosure Schedule 4.7or as specifically reflected in the March 31, since 1998 SAP Statement, or except for changes or developments relating to the conduct of the business of the Company after the date of this Agreement in conformity with this Agreement or the Latest Contributor Balance Sheetrequests of the Buyer, to the Seller's Knowledge, since March 31, 1998, there has not been, occurred, or arisen any change in, or any event (iincluding without limitation any damage, destruction, or loss whether or not covered by insurance), condition, or state of facts of any character that individually or in the aggregate has or may reasonably be expected to have a material adverse effect on the Business or Condition of the Company. Except as disclosed in SECTION 3.12 of the Disclosure Schedule (with paragraph references corresponding to those set forth below), or except as specifically reflected in the March 31, 1998 SAP Statement, or except for changes or developments relating to the conduct of the business of the Company after the date of this Agreement in conformity with this Agreement or the requests of the Buyer since March 31, 1998, to the Seller's Knowledge, the Company has operated only in the ordinary course of business and consistent with past practice, and (without limiting the generality of the foregoing) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheetbeen, no Subject Entity oroccurred, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasor arisen: (a) suffered any declaration, setting aside, or payment of any dividend or other distribution in respect of the capital stock of the Company or any direct or indirect redemption, purchase, or other acquisition by the Company of any such stock or of any interest in or right to acquire any such stock; (b) any employment, deferred compensation, or other salary, wage, or compensation Contract entered into between the Company and any of its officers, directors, employees, agents, consultants, or similar representatives, except for normal and customary Contracts with agents and consultants in the ordinary course of business and consistent with past practice; or any increase in the salary, wages, or other compensation of any kind, whether current or deferred, of any officer, director, employee, agent, consultant, or other similar representative of the Company other than routine increases that were made in the ordinary course of business and consistent with past practice and that did not result in an increase of more than five percent (5%) of the respective salary, wages, or compensation of any such Person; or any creation of any Benefit Plan or any contribution to or amendment or modification of any Benefit Plan; (c) any issuance, sale, or disposition by the Company of any debenture, note, stock, or other security issued by the Company, or any modification or amendment of any right of the holder of any outstanding debenture, note, stock, or other security issued by the Company; (d) any Lien created on or in any of the Assets and Properties of the Company, or assumed by the Company with respect to any of such Assets and Properties, which Lien relates to Liabilities individually or in the aggregate exceeding $50,000 for the Company or which Lien individually or in the aggregate with any other Liens has or may reasonably be expected to have a material adverse effect on the Business or Condition of the Company; (e) any prepayment of any Liabilities individually or in the aggregate exceeding $50,000; (f) any Liability involving the borrowing of money by the Company in a single instance or when aggregated with all such borrowings exceeding $50,000; (g) any Liability incurred by the Company in any transaction (other than pursuant to any insurance, annuity, reinsurance or other Contract entered into in the ordinary course of business and consistent with past practice) not involving the borrowing of money, except such Liabilities incurred by the Company, the result of which individually or in the aggregate cannot reasonably be expected to have a material adverse effect on the Business or Condition of the Company; (h) any damage, destruction destruction, or loss (whether or not covered by insurance) from fire affecting any of the Assets and Properties of the Company, which damage, destruction, or other casualty loss individually exceeds $50,000 or the result of which individually or in the aggregate has or may reasonably be expected to its tangible propertyhave a material adverse effect on the Business or Condition of the Company; (bi) revalued any work stoppage, strike, slowdown, or (to the best knowledge of the Seller or the Company) union organizational campaign (in process or threatened) at or affecting the Company; (j) any material change in any underwriting, actuarial, investment, financial reporting, or accounting practice or policy followed by the Company, or in any assumption underlying such a practice or policy, or in any method of calculating any bad debt, contingency, or other reserve for financial reporting purposes or for any other accounting purposes; (k) any payment, discharge, or satisfaction by the Company of any Lien or Liability other than as permitted by (e) above or Liens or Liabilities that were paid, discharged, or satisfied since December 31, 1997 in the ordinary course of business and consistent with past practice, or were paid, discharged, or satisfied as required under this Agreement; (l) any cancellation of any Liability in excess of $50,000 individually or in the aggregate owed to the Company by any other Person; (m) any write-off or write-down of, or any determination to write off or down any of, the Assets and Properties of the Company or any portion thereof, except for write-offs or write-downs that do not exceed $50,000 individually or in the aggregate for the Company; (n) any sale, transfer, or conveyance of any investments, or any other Assets and Properties, of the Company with an individual book value or with an aggregate book value in excess of $50,000, except as contemplated in SECTION 5.6 and except in the ordinary course of business and consistent with past practice; (o) any amendment, termination, waiver, disposal, or lapse of, or other failure to preserve, any license, permit, or other form of authorization of the Company, the result of which individually or in the aggregate has or may reasonably be expected to have a material adverse effect on the Business or Condition of the Company; (p) any transaction or arrangement under which the Company paid, lent, or advanced any amount to or in respect of, or sold, transferred, or leased any of their respective assetsits Assets and Properties or any service to, including writing off notes (i) any officer or accounts receivable director of the Seller or the Company (except for payments of salaries and wages in the ordinary course of business and consistent with past practice, and except for payments made pursuant to any Contract disclosed in SECTION 3.12(B) of the Disclosure Schedule), or of any Affiliate of the Seller or the Company, or of any such officer of director; (ii) any business or other Person in which the Seller or the Company, any such officer or director, or any such Affiliate has any material interest, except for advances made to, or reimbursements of, officers or directors of the Seller or the Company for travel and other business expenses in reasonable amounts in the ordinary course of business and consistent with past practice and as disclosed in SECTION 3.12(P) or 3.20 of the Disclosure Schedule; or (iii) any Affiliate of the Company pursuant to any Contract of the type described in SECTION 3.12(G), except as disclosed in SECTION 3.12(P) or 3.20 in the Disclosure Schedule; (q) any material amendment of, or any failure to perform all of its obligations under, or any default under, or any waiver of any right under, or any termination (other than on the stated expiration date) of, any Contract (except good faith disputes over claims) that involves or reasonably would involve the annual expenditure or receipt by the Company of more than $25,000 or that individually or in the aggregate is material to the Business or Condition of the Company; (r) any material decrease in the amount of, or any material change in the nature of, the insurance or annuities in force of the Company or any material change in the amount or nature of the reserves, liabilities or other similar amounts of the Company with respect to insurance and annuity Contracts (including, without limitation, reserves and other similar amounts of a type required to be reflected respectively on lines 1 through 10 on page 3 of an Annual Statement of the Company); (s) any amendment to the articles or certificate of incorporation or Bylaws of the Company; (t) any termination, amendment, or execution by the Company of any reinsurance, coinsurance, or other similar Contract, as ceding or assuming insurer; (u) any expenditure or commitment for additions to property, plant, equipment or other tangible or intangible capital assets of the Company, except for any expenditure or commitment that does not exceed $25,000 individually, or in the aggregate $50,000, or the result of which individually or in the aggregate does not have and may not reasonably be expected to have a material adverse effect on the Business or Condition of the Company; (v) any amendment or introduction by the Company of any insurance or annuity Contract other than in the ordinary course of business and consistent with past practice; (w) any Contract to take any of the actions described in amounts that are notthis Section other than actions expressly permitted under this Section; or (x) any condition or state of facts of any character (including without limitation any event, condition or state of facts arising since December 31, 1997), individually or in the aggregate, aggregate having or which may reasonably be expected to have a material to the business of such Subject Entity or such member adverse effect of the Contributor Group, taken as a whole; (c) made any capital expenditures Business or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any Condition of the foregoingCompany.

Absence of Changes. Except as set forth on Schedule 4.7disclosed in Section 3.11 of the Company Disclosure Schedule, since the date of the Latest Contributor Balance SheetDecember 31, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has2005: (a) suffered the business of the Company and each of its Subsidiaries has been carried on only in the ordinary and usual course consistent with past practice, and none of the Company or its Subsidiaries has incurred any material damageliabilities of any nature, destruction or loss (whether or not covered by insurance) from fire accrued, contingent or other casualty otherwise, which do or which would reasonably be expected to have, and there have been no events, changes or effects with respect to the Company or its tangible property;Subsidiaries which do or which would reasonably be expected to have a Material Adverse Effect on the Company. (b) revalued the Company and/or any of their respective assetsits Subsidiaries have not (i) discharged or satisfied any Lien, including writing off notes or accounts receivable paid any Liability, other than current Liabilities due and payable in the ordinary course of business in amounts that are not, individually business; (ii) waived any rights or in the aggregate, material cancelled any debts owed to the business of such Subject Entity or such member claims of the Contributor Group, taken as a whole; Company or its Subsidiaries; (ciii) made any capital expenditures or commitments therefor involving amounts that any capital additions or betterment which individually exceed $3,000,000 50,000 or which in the aggregate, except for capital expenditures aggregate exceed $100,000; (Aiv) incurred in the ordinary course sold or otherwise disposed of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any material portion of its assets, tangible or intangible assetsintangible, except in the ordinary course of business; ; (ev) suffered declared or paid any extraordinary losses dividends or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment other distribution on or in or loan to any Personrespect of, or acquired any business directly or Personindirectly purchased, by merger or consolidationretired, purchase or sale of substantial assets or equity interestsredeemed, or by otherwise acquired, any other manner, in a single transaction shares of the Company’s or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any its Subsidiaries’ capital stock, membership interests (vi) paid or other equity interestsagreed to pay, conditionally or splitotherwise, combinedany bonus, reclassifiedextra compensation, repurchased pension or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed severance pay to any of the foregoingCompany’s or its Subsidiaries’ present or former stockholders, directors, officers, agents or employees, whether under any existing pension or other plan or otherwise, or increased the compensation (including salaries, fees, commissions, bonuses, profit sharing, incentive, pension, retirement or other similar payments) being paid as of or after December 31, 2005, to any of the Company’s or its Subsidiaries’ stockholders, directors, officers, agents or employees; or (vii) except for employment compensation in the ordinary course of business consistent with past practice, made any payments to or on behalf of the Company’s or its Subsidiaries’ stockholders whether for previously contracted liabilities, management fees, dividends or otherwise.

Absence of Changes. Except as set forth on in Schedule 4.72.9, since from the date of Interim Balance Sheet Date until the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasEffective Date: (a) suffered Each of the Company Entities has conducted its business in the Ordinary Course of Business, other than any material damage, destruction or loss (whether or not covered actions taken in connection with the Transactions as contemplated by insurance) from fire or other casualty to its tangible propertythis Agreement; (b) revalued no Lien has been placed upon the Assets of any of their respective assetsthe Company Entities, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholePermitted Liens; (c) made the Company has not declared any capital expenditures dividend or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course distribution or redeemed any of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)its equity securities; (d) sold, leased, licensed, mortgaged, assigned none of the Company Entities has acquired or transferred disposed of any of its tangible or intangible assetsAssets, except other than in the ordinary course Ordinary Course of businessBusiness; (e) suffered there has been no damage, destruction, or casualty loss with respect to any extraordinary losses or canceled, waived, compromised or released of the material Assets of any rights or claims involving amounts that exceed $3,000,000 in of the aggregateCompany Entities; (f) made none of the Company Entities has increased the compensation or employee benefits paid or payable to (i) any investment in officer or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by (ii) any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingemployee; (g) issued, sold none of the Company Entities has cancelled or otherwise permitted to become outstanding waived any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interestsclaims; (h) materially modifiednone of the Company Entities has made any change in the accounting or auditing or tax methods, changed practices, or terminated any principles of such Company Material ContractEntity, except as required by GAAP; (i) adopted a plan none of the Company Entities has made or agreement of complete rescinded any express or partial liquidationdeemed election relating to Taxes, dissolutionamended any Tax Return or settled or compromised any claim, mergeraction, consolidationsuit, restructuringlitigation, recapitalizationproceeding, arbitration, investigation, audit, or other material reorganizationcontroversy relating to Taxes; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; ornone of the Company Entities has incurred any Debt; (k) authorizednone of the Company Entities has deferred or agreed to defer payment of any payables of such Company Entity, agreedor accelerated or agreed to accelerate the collection of any receivables of such Company Entity; (l) none of the Company Entities has incurred, resolved or committed agreed to incur, a single capital expenditure (or series of capital expenditures) in excess of $50,000 for additions to property, plant or equipment or capital leases, and which, if purchased, would be reflected in the property, plant, or equipment accounts or capital lease accounts of the Interim Balance Sheet, other than assets purchased as contemplated by that certain letter agreement, dated January 23, 2024, between Sage Products, LLC (Stryker) and the Company regarding Multip-Phased CapEx_DR; (m) none of the Company Entities has loaned or advanced money or other property to any present or former director, officer, manager, employee, owner, member, or consultant of the Company or any ERISA Affiliate; (n) neither the Company nor any ERISA Affiliate has (i) established, adopted, entered into, materially amended or terminated any Benefit Plan, (ii) adopted any resolutions in respect of any of the foregoing actions or (iii) established or materially amended any severance policy, plan, or arrangement for employees, officers, or directors of Company or any ERISA Affiliate; and (o) none of the Company Entities has taken any action or knowingly omitted to take any action that would result in the occurrence any of the foregoing.

Absence of Changes. (a) Except as set forth on Schedule 4.72.4(a), and except as contemplated by this Agreement, since September 30, 2020, each Seller, as applicable, has conducted the date Business only in the Ordinary Course of the Latest Contributor Balance SheetBusiness, and no Seller has: (i) there has not been Sold, assigned, disposed of or otherwise transferred, or subjected to any Company Material Adverse Effect and Lien, any of the Assets; (ii) (A) Amended any material term or terminated any Seller Construction Contract or (B) amended any term of any other material Assumed Contract or terminated any other material Assumed Contract outside of the business Ordinary Course of each Subject Entity and Business, which in either case set forth in clause (B) could reasonably be expected to have a Material Adverse Effect; (iii) Materially increased the SUN Retail Business has been conducted compensation, wages or benefits of any of the Employees, except for annual increases in the ordinary course substantially consistent Ordinary Course of Business; (iv) Taken any action to institute any severance or termination pay practices, or amend any such plans, programs, agreements or arrangements that provide for severance or change in control benefits, including, any employment agreements or offer letters, in each case with past respect to any of their directors or managers (as applicable), officers or Employees or to increase the benefits payable under their severance or termination pay practices. Since , or plans, programs, agreements or arrangements that provide for severance or change in control benefits, including, any employment agreements or offer letters, in each case involving the date Business; (v) Adopted or amended, in any material respect, except as contemplated hereby or as may be required by applicable Law, any Employee Benefit Plan; (vi) Commenced or settled any litigation involving any Asset or Liability of the Latest Contributor Balance SheetBusiness; (vii) Suffered any operating loss or cancelled or waived any material debt, no Subject Entity or, claim or other right with respect to the SUN Retail Assets prior Business or the Assets; (viii) Caused, or taken or omitted to take any action to allow, any Permit of Sellers related to the Pre-Closing TransactionsBusiness or the Assets to lapse that would, member of individually or in the Contributor Group has:aggregate, be material to Sellers, the Business or the Assets; (aix) suffered Suffered any Material Adverse Effect (including, any material physical damage, destruction or loss (whether or not covered by insurance); (x) from fire Incurred or other casualty committed to its tangible property;or agreed to incur or commit to any liabilities or obligations (whether absolute, accrued, contingent or otherwise) with respect to the Business or the Assets, except as incurred in the Ordinary Course of Business; or (xi) Agreed, whether in writing or otherwise, to take any action described in this Section 2.4(a). (b) revalued any Schedule 2.4(b) sets for a list of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, all currently open material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or material commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business replacements or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned additions or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement improvements with respect to the foregoing; (g) issued, sold Business or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingAssets.

Absence of Changes. Except as specifically provided for in this Agreement or specifically set forth on Schedule 4.7in Section 5.2.11 of the Company Disclosure Memorandum, since the date of the Latest Contributor Balance SheetDecember 31, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has1999: (a) suffered there have been no changes in the business, assets, properties, liabilities, results of operations or financial condition of the Company or United Valley Bank, or in any of their respective relationships with customers, employees, lessors or others, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or which Management believes will have a material adverse effect on such businesses, assets, liabilities, results of operations, financial conditions or properties; (b) there has been no material damage, destruction or loss (to the assets, properties or business of the Company or United Valley Bank, whether or not covered by insurance) from fire , which has had or other casualty to its tangible propertywhich Management believes may have an adverse effect thereon; (bc) revalued the businesses of the Company and United Valley Bank have been operated in the ordinary course; (d) the properties and assets of the Company and United Valley Bank used in their respective businesses have been maintained in good order, repair and condition, ordinary wear and tear excepted; (e) the respective books, accounts and records of the Company and United Valley Bank have been maintained in the usual, regular and ordinary manner; (f) except as set forth in the Company Disclosure Memorandum, there has been no increase in the compensation payable or to become payable to any director, executive officer or employee of the Company or United Valley Bank; (g) there have been no changes in the articles of incorporation or charter, as the case may be, or bylaws of the Company or either of United Valley Bank; (h) there has been no labor dispute, unfair labor practice charge or employment discrimination charge, nor, to the knowledge of Management, any organizational effort by any union, or institution or threatened institution of any effort, complaint or other proceeding in connection therewith, involving the Company or United Valley Bank, or affecting their respective operations; (i) there has been no issuance, sale, repurchase, acquisition or redemption by the Company or United Valley Bank of any of their respective assetscapital stock, including writing off notes bonds, notes, debt or accounts receivable other securities or any modification or amendment of the rights of the holders of any outstanding capital stock, bonds, notes, debt or other securities thereof; (j) except as set forth in Section 5.2.11(j) of the Company Disclosure Memorandum, there has been no mortgage, lien or other encumbrance or security interest (other than liens for current taxes not yet due or purchase money security interests or pledges to secure public deposits or federal funds purchased arising in the ordinary course of business in amounts that are not, individually business) created on or in the aggregate(including without limitation, material to the business of such Subject Entity any deposit for security consisting of) any asset or such member assets of the Contributor Group, taken as a wholeCompany or United Valley Bank or assumed by any one of them with respect to any of their assets; (ck) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 except as disclosed in the aggregate1999 Financial Statements, any interim financial statements or Section 5.2.11(k) of the Company Disclosure Memorandum, there has been no material indebtedness or other liability or obligation (whether absolute, accrued, contingent or otherwise) incurred by the Company or United Valley Bank which would be required to be reflected on a balance sheet of the Company or United Valley Bank prepared as of the date hereof in accordance with generally accepted accounting principles applied on a consistent basis, except for capital expenditures (A) as incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (el) suffered any extraordinary losses no material obligation or canceledliability of either the Company or United Valley Bank has been discharged or satisfied, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 other than in the aggregateordinary course of business; (fm) made there have been no material sales, transfers or other dispositions of any investment asset or assets of either the Company or United Valley Bank, other than sales in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale the ordinary course of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing;business; and (gn) issuedthere has been no amendment, sold termination or otherwise permitted to become outstanding waiver of any capital stockright of either the Company or United Valley Bank under any governmental license, membership interests permit or other equity interests, permission which has had or split, combined, reclassified, repurchased may have an adverse effect on either of their businesses or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingproperties.

Absence of Changes. Except as set forth on disclosed in the Interim Financial ------------------ Statements or Schedule 4.72.1 (i), there has not been since the date of the Latest Contributor Balance Sheet, December Financial Statements: (i) there has not been any Company Material Adverse Effect material change in the condition (financial or other), properties, assets, liabilities, business or prospects of Poser, except normal and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted usual changes in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has:business; (aii) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire affecting the properties, assets, liabilities, business or other casualty to its tangible propertyprospects of Poser; (biii) revalued any of their respective assets, including writing off notes or accounts receivable other than change in the ordinary course of business in amounts that are notfinancial or tax accounting methods, individually principles, procedures, or in the aggregatepractices (including but not limited to depreciation, material to the business of such Subject Entity amortization or such member of the Contributor Group, taken as a wholeinventory valuation policies or rates) followed by Poser; (civ) made any capital expenditures settlement, release or commitments therefor involving amounts that exceed $3,000,000 in forgiveness of any claim or litigation or waiver of any right by Poser, other than the aggregate, except for capital expenditures (A) incurred in the ordinary course settlement of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except trade accounts and disputes in the ordinary course of business; (ev) any declaration, setting aside, or payment of, any dividend or other distribution on or in respect of Shares, or any direct or indirect redemption, retirement, purchase or other acquisition of any such shares; provided, however, payments have been made to the holders of stock appreciation rights; (vi) any sale, lease, assignment, license, transfer, distribution, abandonment or other disposition of any interest in any property of Poser, or any agreement or proposal with respect thereto except for those in the ordinary course of business of Poser; (vii) any increase in the amount of fees, salaries, bonuses, or other compensation paid, payable, or to become payable by Poser to any of its directors, consultants, or agents, or any agreement or proposal with respect thereto; (viii) the commencement of providing, or any increase in, benefits by Poser under any bonus, insurance, pension or other employee benefit plan; (ix) the occurrence of any transaction or event in which Poser proposed, entered into or adopted any new benefit plan for its employees; (x) any consulting, or collective bargaining agreement entered into by Poser with any person or group; (xi) any extraordinary loss or losses (as defined in Opinions Nos. 9 and 30 of the Accounting Principles Board of the American Institute of Certified Public Accountants and Statement No. 16 of the Financial Accounting Standards Board and any amendments or interpretations thereof) suffered by Poser, or any extraordinary losses waiver by it of any right or rights which, individually or in the aggregate, have had a material adverse effect; (xii) the incurrence by Poser of any indebtedness, obligation, or liability exceeding, individually, $50,000 (whether direct or indirect, and including without limitation indebtedness for borrowed money, absolute and contingent lease obligations, purchases on a credit or installment basis, assumptions, guaranties and endorsements), other than obligations incurred in the ordinary course of business, obligations identified on Schedule 3, and obligations incurred to Fleet Capital Corporation under the revolving line of credit; (xiii) any payment by Poser of any indebtedness, obligation or liability (whether direct or indirect, fixed or contingent, secured or unsecured, or otherwise), except payment of (A) amounts due in accordance with regularly scheduled maturities set forth in notes, installment sale contracts, or other evidences of indebtedness which were in existence prior to the date of the Financial Statements and (B) other normal operating expenses and obligations arising in the ordinary course of business and in accordance with past practices consistently applied; (xiv) any capital expenditures made by Poser, or any agreement or commitment by Poser to make capital expenditures for additions to property, plant or equipment, except for expenditures, agreements and commitments not exceeding, individually, $50,000; (xv) any lien, security interest, or other encumbrance or claim created on or arising with respect to any property or assets of Poser, other than in accordance with this Agreement; (xvi) any failure of Poser to pay or discharge any current liability when it became due and payable; (xvii) the occurrence of any transaction or event in which any material rights or claims of Poser were forgiven, compromised, canceled, released, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stocklapse, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted contemplated by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoing.this Agreement;

Absence of Changes. (a) Except as set forth on in Schedule 4.74.7(a), since from the date of the Latest Contributor Balance SheetInterim Financial Statements through the date of the Closing, no event, change or circumstance as related to the P-109 Project has occurred that has had, or is reasonably likely to have, a Material Adverse Effect. (b) From the date of the Interim Financial Statements through the date of the Closing, the Acquired Entity has, in all material respects, conducted its business and operated its properties in the ordinary course of business consistent with past practice, except for activities related to the transactions pursuant to this Agreement. (c) Without limiting the foregoing and except for any activities related to the transactions contemplated by this Agreement, from the date of the Interim Financial Statement through the date of the Closing, (i) there the Acquired Entity has not been not: (A) entered into any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheetmerger, no Subject Entity orconsolidation, with respect to the SUN Retail Assets prior to the Pre-Closing Transactionsrecapitalization, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; business combination or reorganization; (bB) revalued disposed of, or acquired, any of their respective assets, including writing off notes or accounts receivable significant assets other than in the ordinary course of business in amounts that are not, individually consistent with past practices; or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (cC) made any capital expenditures change in any method of tax or commitments therefor involving amounts that exceed $3,000,000 in the aggregatefinancial accounting or accounting practices, except for capital expenditures as related to the Permitted Intercompany Debt or as required by GAAP or changes in applicable Tax Laws; and (ii) neither Asset Seller nor the Acquired Entity has: (A) incurred made any material change in the amount or manner of compensation being paid to any employee or consultant except as set forth on Schedule 4.7(c); (B) induced any employee, agent or consultant of the Acquired Entity to leave his or her employment, or acted to otherwise adversely affect the relations of the Acquired Entity with any key employee, salesperson or consultant, (C) increased the staffing levels on the P109 Project beyond bid or necessary levels except in the ordinary course of business consistent with past practices; (D) waived any significant rights related to or in connection with the P109 Project or any of the Acquired Assets or the Assumed Liabilities; (E) taken any action which has, or is reasonably likely to, materially and adversely affect the relationship of the Acquired Entity with its customers, subcontractors, suppliers or licensors; (F) taken any action which if taken after the date hereof and prior to the Closing would constitute a breach of Section 6.1 or (BG) relating to without limiting the completion of those projects in progress set forth on Schedule 4.7(c); (d) soldforegoing, leased, licensed, mortgaged, assigned or transferred entered into any material transactions affecting any of its tangible the Acquired Assets, the Acquired Entity, or intangible assetsthe operations, except prospects or financial condition of Asset Seller, other than in the usual and ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingAcquired Business, consistent with past practices.

Absence of Changes. Except as otherwise set forth on Schedule 4.73.11, since the date of the Latest Contributor Balance SheetDecember 31, (i) 2006, there has not been (i) any material liability or obligation of any nature whatsoever (contingent or otherwise) incurred by the Company Material Adverse Effect and or its Subsidiaries, other than (iia) the business of each Subject Entity and the SUN Retail Business has been conducted liabilities incurred in the ordinary course substantially consistent with past practices. Since of business and (b) obligations under contracts and commitments incurred in the date ordinary course of business and not required under GAAP to be reflected in the Latest Contributor Balance SheetFinancial Statements, no Subject Entity orwhich, with respect to in the SUN Retail Assets prior to the Pre-Closing Transactions, member case of the Contributor Group has: both clauses (a) suffered and (b), individually or in the aggregate, are not material to the financial condition or operating results of the Company or its Subsidiaries; (ii) any material asset or property of the Company or its Subsidiaries made subject to a Lien of any kind; (iii) any waiver of any material valuable right of the Company or its Subsidiaries, or any cancellation of any material debt or claim held by the Company or its Subsidiaries; (iv) any sale, assignment or transfer of any tangible or intangible material asset of the Company or its Subsidiaries, except for sales, assignments or transfers in the ordinary course of business; (v) any loan by the Company or its Subsidiaries to any officer, director, employee, consultant or shareholder of the Company or its Subsidiaries, or any agreement or commitment therefor other than routine travel or relocation advances, or loans made in the ordinary course of business; (vi) any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective affecting the assets, including writing off notes property, business or accounts receivable other than prospects of the Company or its Subsidiaries; (vii) any change in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principlesmethods, practices or methods except as required policies followed by the Company or permitted by Law its Subsidiaries, including any change in depreciation or GAAPamortization policies or rates; or or (kviii) authorized, agreed, resolved or committed to any of the foregoingoff-balance sheet transactions.

Absence of Changes. Except as set forth on Schedule 4.7Since June 30, since 2001, other than in connection with the date transactions contemplated by this Agreement and the Additional Transfer Amended and Restated 13 Stock Purchase Agreement Agreements (including without limitation the elimination of the Latest Contributor Balance Sheetintercompany accounts pursuant to Section 4.8), (ix) there the Company Groups have conducted their business, and Spirent GmbH has not been any Company Material Adverse Effect and (ii) conducted the business of each Subject Entity and the SUN Retail Business has been conducted German Branches, in the ordinary course course, in substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheetsame manner in which it has been previously conducted, (y) no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction events or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are notcircumstances have occurred that, individually or in the aggregate, material would reasonably be expected to have a Material Adverse Effect (other than events or circumstances that generally affect companies that do business in the industry or jurisdictions in which the members of the Company Groups do business), and (z) neither any member of any Company Group nor, where applicable in clauses (b), (d) and (e) to the German Branches, Spirent GmbH has: (a) purchased, acquired, issued, sold or redeemed any of its shares of capital stock or ownership interests; (b) mortgaged, pledged or subjected to any Lien any of its properties or assets (including the German Assets), except for Liens incurred in the ordinary course of business of such Subject Entity or such member of the Contributor Group, taken as a wholeand Permitted Liens; (c) except as required by GAAP, made any capital expenditures material change in its accounting principles or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except methods by which such principles are applied for capital expenditures financial reporting purposes; (Ad) incurred increased the compensation of any officer or Company Employee other than (i) in the ordinary course of business or (Bii) relating to the completion of those projects in progress set forth on Schedule 4.7(c)comply with applicable law; (de) sold, leased, licensed, mortgaged, assigned disposed or transferred agreed to dispose of any of its tangible material properties or intangible assets, including the German Assets, used in the conduct of their business, other than in the ordinary course of business; or (f) canceled or forgiven any debts or claims except in the ordinary course of business; (e) suffered ; PROVIDED, HOWEVER, that no provision of this Agreement shall restrict the ability of any extraordinary losses member of any Company Group or canceled, waived, compromised Spirent GmbH to distribute all or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares portion of its capital stockcash, membership interestscash equivalents and intercompany accounts receivable or use all or any portion of its cash and cash equivalents, through legal dividends to its stockholders, repayment of outstanding liabilities or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoing.otherwise. Amended and Restated 14 Stock Purchase Agreement

Absence of Changes. Since March 31, 2014, there has not occurred, and Corindus does not have Knowledge of, any Material Adverse Effect. Except as set forth on Schedule 4.72.26, since the date of the Latest Contributor Balance Sheetfrom such date, (i) there Corindus has not been any Company Material Adverse Effect and (ii) the conducted its business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than only in the ordinary course of business consistent with past practices, and Corindus has not: (a) failed to use commercially reasonable efforts to preserve intact Corindus' present business organization and to keep available the services of its present officers, managerial personnel and key employees or independent contractors and preserve its relationships with customers; (b) failed to use commercially reasonable efforts to maintain its assets in amounts that are nottheir current condition, individually except for ordinary wear and tear, or failed to repair, maintain, or replace any of its equipment in accordance with the normal standards of maintenance applicable in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeindustry; (c) made amended, terminated, or failed to use commercially reasonable efforts to renew any capital expenditures Material Contract, or commitments therefor involving amounts received any written notice that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business any other Person has or (B) relating intends to the completion of those projects in progress set forth on Schedule 4.7(c)take any such actions; (d) sold, leased, licensed, mortgaged, assigned or transferred entered into any of its tangible or intangible assets, except in Contract outside the ordinary course of business; (e) suffered received notice of cancellation of a Material Contract from any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts Person that exceed $3,000,000 in the aggregateis a party thereto; (f) made transferred, granted any investment in license or loan to sublicense of any Person, rights under or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to any of its Intellectual Property other than in the foregoingordinary course of business consistent with past practice; (g) issuedadopted, sold terminated or otherwise permitted to become outstanding amended any capital stockEmployee Benefit Plan or materially increased in any manner the compensation or benefits of any officer, membership interests director, or employee or other equity interests, personnel (whether employees or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interestsindependent contractors); (h) materially modifiedacquired (including by merger, changed consolidation, or terminated the acquisition of any Company Material Contractequity interest or assets) or sold (whether by merger, consolidation, or the sale of an equity interest or assets), leased, or disposed of any material assets except for fair consideration in the ordinary course of business and consistent with past practice; (i) adopted a plan or agreement of complete or partial liquidationmortgaged, dissolution, merger, consolidation, restructuring, recapitalizationpledged, or other material reorganizationsubjected any of its assets to any Lien; (j) changed its accounting principlesmade any loans, practices advances or methods capital contributions to, or investment in, any other Person; (k) entered into any material joint ventures, strategic partnerships or alliances; (l) except as required by GAAP, Applicable Law, or permitted circumstances which did not exist as of such date, changed any of the accounting principles or practices used by Law it; (m) changed its practices and procedures with respect to the collection of Accounts Receivable or GAAPoffered to discount the amount of any Account Receivable or extended any other incentive (whether to the account debtor or any employee or third party responsible for the collection of Account Receivables) with respect thereto; (n) declared, paid or set aside assets for any distribution to Corindus Shareholders, or purchased, redeemed or acquired any shares or other securities of Corindus; (o) incurred any Indebtedness not in the ordinary of course of business; (p) failed to pay any Indebtedness or any other accounts payable as it became due; (q) paid, discharged or satisfied any claim, liability or obligation (absolute, accrued, asserted, unasserted, contingent or otherwise) other than immaterial claims, liabilities or obligations arising in the ordinary course of business, or cancelled, compromised, waived or released any right or claim other than immaterial rights or claims in the ordinary course of business; or (kr) authorized, agreed, resolved incurred or committed to incur any capital expenditures, capital additions or capital improvements other than in the ordinary course of the foregoingbusiness consistent with past practice.

Absence of Changes. Except as set forth on Schedule 4.7reflected in the Disclosure Schedule, since the date of the Latest Contributor Balance SheetJune 30, 1996 there has not been: (i) there has not been any Company Material Adverse Effect and material adverse change in the financial condition, assets, properties, liabilities, results of operations or prospects of any of the Consumers Companies; (ii) the business any declaration, setting aside or payment of each Subject Entity and the SUN Retail Business has been conducted any dividend (excluding intercompany dividends), or other distribution, in the ordinary course substantially consistent with past practices. Since the date respect of any of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member capital stock of any of the Contributor Group has:Consumers Companies or any direct or indirect redemption, purchase or other acquisition by any of the Consumers Companies of any of its capital stock, (aiii) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than except for agents' contracts entered into in the ordinary course of business in amounts that are notbusiness, individually any entry into or in the aggregate, material to the business amendment of such Subject Entity any employment or such member deferred compensation agreement between any of the Contributor GroupConsumers Companies and any of its officers, taken as a wholedirectors, employees, agents or consultants; (civ) made any issuance or sale by any of the Consumers Companies of any of its authorized capital expenditures stock, debentures, bonds, notes or commitments therefor involving amounts that exceed $3,000,000 in other corporate securities, or any modification or amendment of the aggregaterights of the holders of any of its outstanding capital stock, except for capital expenditures (A) incurred in the ordinary course of business debentures, bonds, notes or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)other securities; (dv) soldany creation of any lien (other than deposits with State Insurance Departments and liens for current taxes not yet due), leasedincluding, licensedwithout limitation, mortgagedany deposit for security made of, assigned created on or transferred in any asset or property of any of its tangible the Consumers Companies, or intangible assetsassumed by any of them with respect to any such asset or property; (vi) any material indebtedness or other material liability or obligation (whether absolute, accrued, contingent or otherwise) incurred, or other material transaction engaged in, by any of the Consumers Companies, except in the ordinary course of business; (evii) suffered any extraordinary losses material obligation or canceledliability discharged or satisfied, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 other than the current liabilities reflected in the aggregateconsolidated balance sheet of any of the Consumers Companies as of June 30, 1996 and current liabilities incurred since the date thereof in the ordinary course of business and except as contemplated by this Agreement; (fviii) made any investment sale, transfer or other disposition of any assets or properties of any of the Consumers Companies, except in or loan to any Person, or acquired any the ordinary course of business or Personas contemplated by this Agreement; (ix) any amendment, by merger termination or consolidationwaiver of any material right of any of the Consumers Companies under any material contract, purchase agreement or sale governmental license or permit except the termination of substantial assets or equity interests, or the Joint Venture Agreement with Accel and the termination of the Pennsylvania Automotive Association endorsement; (x) any material change in the practices and policies customarily followed by any other mannerof the Consumers Companies (including, in a single transaction without limitation, any underwriting, actuarial, pricing, financial or a series of related transactions, accounting practices or entered into any Contract, letter of intent or similar arrangement policies); (xi) with respect to the foregoingInsurance Company Subsidiaries, any material increase or decrease in the percentage of its reinsured business, or any material increase in its lapse ratio, or any material decrease in the amount of its in-force business; (gxii) issuedany actual or, sold to the knowledge of the executive officers of Consumers, threatened labor trouble, strike, loss of employees or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interestsagents; (hxiii) materially modified, changed any increase in salaries or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalizationother compensation of, or advances to, any employees, other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPthan advances to non-executive employees in the ordinary course of business and the Employment Agreement to be entered into with Xxxxx Xxxxxx; or (kxiv) authorized, agreed, resolved or committed to any transaction which was not in the ordinary course of the foregoingbusiness consistent with past practice.

Absence of Changes. Except as set forth on Schedule 4.7, since the date of the Latest Contributor Balance Sheet, (ia) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance SheetSheet through the date of this Agreement, no Subject Entity orthere has not occurred any event, with respect change, action, failure to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction act or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are nottransaction that, individually or in the aggregate, material has had or would be reasonably expected to have, a Material Adverse Effect. (b) Except as expressly contemplated by this Agreement or any COVID-19 Responses, since the business of such Subject Entity or such member date of the Contributor GroupBalance Sheet through the date of this Agreement, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 the Company and its Subsidiaries have operated their respective businesses in the aggregate, except for capital expenditures (A) incurred all material respects in the ordinary course of business consistent with past practice (except for discussions, negotiations and transactions related to this Agreement or other potential strategic transactions) and during such period the Company and its Subsidiaries have not: (Bi) relating to the completion of those projects effected any recapitalization, reclassification, distribution, equity split or like change in progress set forth on Schedule 4.7(c)its capitalization; (dii) subjected any material portion of its properties or assets to any material Encumbrances, except for Permitted Encumbrances; (iii) sold, leased, licensed, mortgaged, assigned or transferred any material portion of its tangible or intangible assets, except in the ordinary course of businessbusiness and except for sales of obsolete assets or assets with de minimis or no book value; (eiv) suffered sold, assigned, transferred or licensed any extraordinary losses or canceledmaterial Intellectual Property Rights, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 except in the aggregateordinary course of business; Table of Contents (v) except as required pursuant to the terms of any Company Equity Plan or Company Benefit Agreement in effect as of the date of the Company Balance Sheet, (A) granted to any director of the Company or any employee of the Company or its Subsidiaries who receives a total annual base salary that equals or exceeds $200,000 any increase in compensation, (B) granted to any director, employee or individual service provider of the Company or its Subsidiaries any increase in severance or termination pay or (C) entered into any employment, consulting, severance or termination agreement with any director, or any employee, other than offer letters entered into in the ordinary course of business with employees with total annual base salary less than $200,000 or as disclosed in the Company SEC Documents; (fvi) made any investment change in accounting methods, principles or loan practices (other than any immaterial change thereto), except as may have been required (A) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any Personsimilar organization or (B) by Law, or acquired including Regulation S-X promulgated under the Securities Act, in each case, as agreed to by the Company’s independent public accountants; (vii) made any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manneracquisition, in a single transaction or a series of related transactions, whether by merging or entered into consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any Contractother similar manner, letter of intent any business or similar arrangement with respect to any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person (other than the foregoingCompany); (gviii) issued, sold or otherwise permitted to become outstanding made any material capital stock, membership interests or other equity interestsinvestment in, or splitany material loan to, combinedany other Person, reclassified, repurchased except in the ordinary course of business or redeemed pursuant to any shares of its capital stock, membership interests, existing agreement or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPbudget; or (kix) authorized, agreed, resolved or committed to any of the foregoingamended its organizational documents.

Absence of Changes. Except (a) During the period beginning January 1, 2020 and ending on the date of this Agreement, there has not been a Material Adverse Effect. (b) During the period beginning January 1, 2020 and ending on the date of this Agreement, the Business and operations of the Companies have, except for the transactions contemplated by this Agreement and actions taken by the Companies pursuant to Public Health Measures, in all material respects, been conducted in the Ordinary Course of Business. In addition, without limitation of the foregoing, during the period beginning January 1, 2020 and ending on the date of this Agreement, except as set forth on Schedule 4.7, since the date 4.5(b) of the Latest Contributor Balance SheetDisclosure Schedule, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date neither of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group Companies has: (ai) suffered issued any material bond, note or other security or, except for the Assumed Indebtedness, created, incurred, assumed or guaranteed any Indebtedness; (ii) delayed or postponed payment of accounts payable or other Liabilities, accelerated the collections of accounts receivable or otherwise managed its Working Capital, in each case other than in the Ordinary Course of Business; (iii) (A) adopted, materially amended or terminated any Benefit Plan or other plan for the benefit of its current or former members, managers, employees, consultants or independent contractors other than in the Ordinary Course of Business or as required by Law; (B) made or granted to any officer, member or Family Member of any member of the Companies or of any other natural person with whom TerraSmart has entered into an Employment Agreement on the date hereof, any bonus or any wage, salary or 738336390 compensation increase other than bonuses payable and wage, salary or compensation increases made in the Ordinary Course of Business; or (C) paid or committed to pay any stay incentive, termination or similar payment to any member, manager, employee, consultant or independent contractor; (iv) experienced any damage, destruction or loss (whether or not covered by insurance) from fire to any of its property or assets which has resulted in a Loss in excess of $100,000, in each case other casualty to its tangible propertythan for any such Loss in respect of which the Company has a claim against a supplier or vendor in respect of product defects relating thereto; (bv) revalued changed any of their respective assets, including writing off notes its accounting policies or accounts receivable other than in the ordinary course of business in amounts that are not, individually or principles; or (vi) made any commitments for capital expenditures exceeding in the aggregate, material an amount equal to the business of such Subject Entity or such member of the Contributor Group$100,000, taken as a whole; (c) made any which capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingremain unfunded.

Absence of Changes. Except as set forth on in Schedule 4.72.10, since from the date of Interim Balance Sheet Date until the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasEffective Date: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to the Company has conducted its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than business in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member consistent with past practice, (b) no Lien has been placed upon any of the Contributor GroupCompany’s assets, taken as a wholeother than Permitted Liens; (c) made the Company has not declared any capital expenditures dividend or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course distribution or redeemed any of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)its equity securities; (d) sold, leased, licensed, mortgaged, assigned the Company has not acquired or transferred disposed of any of its tangible or intangible assets, except asset other than inventory in the ordinary course of business; (e) suffered there has been no material damage, destruction, or casualty loss with respect to any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in of the aggregateassets of the Company; (f) made any investment in the Company has not increased the compensation or loan employee benefits paid or payable to any Person, officer or acquired any business or Person, by merger or consolidation, purchase or sale other employee outside of substantial assets or equity interests, or by any other manner, in a single transaction or a series the ordinary course of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingBusiness; (g) issued, sold the Company has not cancelled or otherwise permitted to become outstanding waived any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interestsclaims; (h) materially modifiedthe Company has not made any change in the accounting, changed auditing, or terminated any Company Material Contracttax methods, practices, or principles of the Company; (i) adopted a plan the Company has not made or agreement of complete rescinded any express or partial liquidationdeemed election relating to Taxes, dissolutionamended any Tax Return or settled or compromised any claim, mergeraction, consolidationsuit, restructuringlitigation, recapitalizationproceeding, arbitration, investigation, audit, or other material reorganizationcontroversy relating to Taxes; (j) changed its accounting principlesthe Company has not incurred any Debt outside of the ordinary course of the Business; (k) the Company has not deferred or agreed to defer payment of any payables of the Company, practices or methods except as required accelerated or permitted by agreed to accelerate the collection of any receivables of the Company; (l) the Company has not incurred, or agreed to incur, a single capital expenditure (or series of capital expenditures) in excess of $25,000 for additions to property, plant or equipment, and which, if purchased, would be reflected in the property, plant or equipment accounts of the Interim Balance Sheet; (m) the Company has not loaned or advanced money or other property to any present or former director, officer, manager, employee, owner, member, or consultant of the Company; (n) the Company has not established, adopted, entered into, amended, or terminated any employee benefit plan; (o) taken any action that would constitute a violation of applicable Law or GAAPmaterial breach of any of the Company’s Material Contracts; or (kp) authorized, agreed, resolved taken any action or committed omitted to take any action that would result in the occurrence of any of the foregoing.

Absence of Changes. Except as explicitly required by this Agreement or the Purchase Agreement or as set forth on Schedule 4.7in Section 4.11 of the Disclosure Schedule, since December 31, 2004, the date of Company and the Latest Contributor Balance Sheet, (i) Company Subsidiaries have conducted their respective businesses only in the ordinary and usual course consistent with past practice and there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasbeen: (a) suffered any material damage, destruction event or loss (whether occurrence which has had or not covered by insurance) from fire or other casualty would be reasonably likely to its tangible propertyhave a Material Adverse Effect; (b) revalued any transaction or Contract entered into by the Company or any Company Subsidiary or any relinquishment by the Company or any Company Subsidiary of their respective assets, including writing off notes any Contract or accounts receivable other right in any case having a value of or involving aggregate payments or value in excess of $100,000 other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholebusiness; (c) made any capital expenditures redemption or commitments therefor involving amounts that exceed $3,000,000 in other acquisition of any Company Stock by the aggregateCompany or, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating with respect to the completion Subsidiary Merger, ERI Stock by the Company, ERI or any other Company Subsidiary, or any declaration, setting aside, or payment of those projects in progress set forth on Schedule 4.7(c)any dividend or distribution of any kind with respect to any Company Stock or ERI Stock; (d) soldany increase in compensation, leased, licensed, mortgaged, assigned bonus or transferred other benefits payable or to become payable by the Company or any Company Subsidiary to any of its tangible their respective directors, managers, officers or intangible assetsemployees, except other than in the ordinary course of business; (e) suffered any extraordinary losses entering into or canceledgranting by the Company or any Company Subsidiary of any new employment agreement providing for annual compensation over $100,000, waivedany new employee benefit, compromised deferred compensation or released other similar employee benefit arrangement, or any new consulting arrangement providing for annual compensation over $100,000 or any grant of any severance or termination rights to any director, manager, officer or claims involving amounts that exceed $3,000,000 employee of the Company or any Company Subsidiary or any increase in the aggregatebenefits payable under existing severance or termination pay policies or employment agreements; (f) made except as may be required by GAAP, any investment change in accounting policies, principles, methods or loan to practices, including any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement material change with respect to reserves (whether for bad debts, contingent liabilities or otherwise) of the foregoingCompany or any Company Subsidiary; (g) issuedany making by the Company or any Company Subsidiary of any loan or advance to any stockholder, sold officer, director, manager or otherwise permitted to become outstanding any capital stock, membership interests or consultant (other equity intereststhan expense advances made in the ordinary course of business), or split, combined, reclassified, repurchased any other loan or redeemed any shares advance otherwise than in the ordinary course of its capital stock, membership interests, or other equity interestsbusiness; (h) materially modifiedexcept for inventory or equipment acquired in the ordinary course of business, changed any acquisition by the Company or terminated any Company Material ContractSubsidiary of all or any part of the assets, properties, capital stock or business of any other Person; (i) adopted any destruction of, damage to or loss of any assets material to the business of the Company and the Company Subsidiaries taken as a plan whole or agreement material to the business of complete ERI and its Subsidiaries taken as a whole (in each case, whether or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganizationnot covered by insurance); (j) changed its accounting principlesany cancellation, practices termination or methods adverse modification or, to the Company's Knowledge, any threatened cancellation, termination or adverse modification of any such relationship; (k) any claim of wrongful discharge or claim of other unlawful labor practice or action made or brought against the Company or any Company Subsidiary; (l) any litigation commenced or, to the Company's Knowledge, threatened against the Company or any Company Subsidiary; (m) except as required in the ordinary course of business, any sale, abandonment or permitted by Law any other disposition of any of the Company's or GAAPany of the Company Subsidiaries' assets or properties; (n) any disposition or lapse of rights with respect to any Company Intellectual Property or any disclosure to third parties with respect thereto except in the ordinary course of business and consistent with past practice; or (ko) authorizedany commitment, agreedunderstanding or agreement by the Company or any Company Subsidiary or any of their respective directors, resolved managers, officers or committed employees to do any of the foregoingthings described in the preceding clauses (a) through (n), other than any such commitment, understanding or agreement which by its terms has expired or been terminated.

Absence of Changes. Except Since the Reference Balance Sheet Date until the date of this Agreement and except as set forth on Schedule 4.73.08, since the date Target Companies have operated in the Ordinary Course of the Latest Contributor Balance Sheet, (i) Business and there has not been any Company Material Adverse Effect and (ii) Effect. Without limiting the business generality of each Subject Entity and the SUN Retail Business has been conducted in foregoing, since the ordinary course substantially Reference Balance Sheet Date, the Target Companies have used commercially reasonable efforts consistent with past practicespractice to preserve intact, in all material respects, the Target Companies’ relationships with customers, suppliers and all others having business dealings with the Target Companies, in each case, in the Ordinary Course of Business (excluding other Persons with whom the Target Companies have had discussions about potentially acquiring the Target Companies). Since the Reference Balance Sheet Date until the date of the Latest Contributor Balance Sheetthis Agreement, no Subject Entity orexcept as set forth on Schedule 3.08, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member none of the Contributor Group Target Companies has: (a) suffered accelerated, terminated, modified in writing in any material damagerespect, destruction canceled or loss (whether or not covered by insurance) from fire or entered into any Material Contract, other casualty to its tangible propertythan in the Ordinary Course of Business; (b) revalued experienced any damage, destruction, or loss to any of their respective assets, including writing off notes its tangible Assets or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeproperty involving at least $100,000 per occurrence and not covered by insurance; (ci) made granted any capital expenditures bonuses, whether monetary or commitments therefor involving amounts that exceed $3,000,000 otherwise, or materially increased any wages, salary, severance, pension or other compensation or benefits in the aggregaterespect of its employees, except officers, directors, Independent Contractors or consultants, other than as provided for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress any written agreements set forth on Schedule 4.7(c)3.08 or any Employee Benefit Plan set forth on Schedule 3.21(a) or required by applicable Law; (ii) changed the terms of employment for any employee or terminated employment of any employee, in each case, for which the costs and expenses associated with such change or termination exceed $50,000; or (iii) accelerated the vesting or payment of any compensation or benefit for any employee, officer, director, Independent Contractor or consultant, in each case, for which the costs and expenses associated with such vesting or payment exceed $50,000; (d) soldmade any capital investment in, leasedany loan to, licensedor any acquisition of the securities or assets of, mortgaged, assigned or transferred any of its tangible or intangible assetsother Person (other than the Target Companies), except for the purchase of Assets in the ordinary course Ordinary Course of businessBusiness and the activities referenced in the Capital Expenditure Reimbursement Agreement; (e) suffered entered into any extraordinary losses transaction with any of its directors, officers or canceled, waived, compromised or released any rights or claims involving amounts employees on terms that exceed $3,000,000 in the aggregatewould not have resulted from an arm’s-length transaction; (f) made any investment change in any method of accounting or loan accounting practice or policy used by the Target Companies, other than such changes required by GAAP or pursuant to any Person, or acquired any business or Person, pronouncements issued by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingFinancial Accounting Standards Board; (g) declared or paid any dividends, issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased purchased or redeemed any shares of its capital stock, stock or membership interests or any securities convertible into or exchangeable for any of its capital stock or membership interests, or made any other distributions to its shareholders or equity interestsholders, other than dividends or distributions to pay Taxes; (h) materially modifiedgranted any options or other rights to purchase or obtain (including upon conversion, changed exchange or terminated exercise) any Company Material Contractof its capital stock or membership interests; (i) adopted a plan or agreement of complete or partial liquidationincurred, dissolution, merger, consolidation, restructuring, recapitalizationassumed, or guaranteed any Indebtedness of any kind other material reorganizationthan Indebtedness that is incurred in the Ordinary Course of Business or related to matters described in the Capital Expenditures Reimbursement Agreement; (j) amended the Target Companies Charter Documents; (k) transferred, assigned or granted any license or sublicense of any material rights under or with respect to any Intellectual Property Rights, except for licenses or sublicenses in the Ordinary Course of Business; (l) created or allowed the imposition of any Lien (except for Permitted Liens) upon any of its properties, membership interests or Assets, tangible or intangible, other than in the Ordinary Course of Business; (m) created or allowed the imposition of any Lien (except for Permitted Liens) upon any of its Real Property; (n) disposed of or acquired any material Assets, except for sales, dispositions or acquisitions of Assets in the Ordinary Course of Business; (o) reduced trade promotions in a manner inconsistent with the Ordinary Course of Business; (p) purchased, leased or otherwise acquired the right to own, use or lease any property or assets for an amount in excess of $100,000 individually (or, in the case of a lease, per annum), except for purchases of Inventory in the Ordinary Course of Business and the activities referenced in the Capital Expenditure Reimbursement Agreement; (q) made or changed its any material Tax election, changed any Tax accounting principlesperiod, practices adopted or methods changed any Tax accounting method, filed any amended Tax Return, failed to pay any Tax when due (unless contested), failed to file any Tax Return when due (taking into account appropriately obtained extensions), settled any material Tax claim or assessment relating to any of the Target Companies, or consented to any extension or waiver of any limitation period applicable to any Tax claim or Tax assessment relating to any Target Company; (r) discharged, forgiven, cancelled or satisfied any Lien, debt or claim, or paid for any material obligation or material liability (fixed or contingent), other than in the Ordinary Course of Business or that does not exceed $100,000 individually; (s) written-down the value of any Assets or Inventory or written-off any Accounts Receivable, in each case, other than those for which reserves or accruals have been established in the Unaudited Financial Statements or those less than $100,000 individually; or (t) entered into any contract, commitment or arrangement to do any of the actions referred to in clauses (a)-(s) above (except as otherwise required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any the terms of the foregoingthis Agreement).

Absence of Changes. Except Since the PMT Latest Balance Sheet Date, except as set forth on Schedule 4.7SCHEDULE -------- 6.10, since each of PMT and its subsidiaries has been operated in the date of the Latest Contributor Balance Sheetordinary course, ---- consistent with past practice, and there has not been: (i) there has not been any Company Material Adverse Effect and material adverse change or changes in the business, operations, assets, condition (financial or otherwise), operating results, liabilities, relations with employees, customers or suppliers, or prospects of PMT or any of its subsidiaries (it being agreed that any such change or changes shall only be deemed "material," for purposes of this clause (i) only, if such ---------- change or changes have resulted, or would reasonably be expected to result, individually or in the aggregate for all such changes, in Losses having the effect of reducing the value of PMT or such subsidiary by $500,000 or more), or (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect any material casualty loss or damage to the SUN Retail Assets prior to the Pre-Closing Transactionsassets of PMT or any of its subsidiaries, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any declaration, setting aside or payment of their respective assetsany distribution with respect to any shares of capital stock of PMT or its subsidiaries, including writing off notes or accounts receivable any direct or indirect redemption, purchase or other than acquisition of any thereof, or any other payments of any nature to any Affiliate of PMT or its subsidiaries whether or not on or with respect to any shares of capital stock of PMT or its subsidiaries owned by such Affiliate (excluding salaries and benefits paid in the ordinary course of business in amounts that are notconsistent with past practices, individually or in the aggregate, material payments pursuant to the business of such Subject Entity or such member of Management Consulting Agreement with Eos Management, Inc. ("EMI") and the Contributor Group, taken transaction fee payable to EMI as a whole;contemplated by SECTION 10.5); ------------ (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 general uniform increase in the aggregatecompensation of employees (including any increase pursuant to any bonus, except for capital expenditures (Apension, profit-sharing or other plan or commitment) incurred of PMT or its subsidiaries, or any increase in the ordinary course of business any such compensation payable to any officer, director, manager or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)Key Employee; (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except change in the ordinary course tax or other accounting methods or practices followed by PMT or its subsidiaries, any material change in depreciation or amortization policies or rates previously adopted or any write-up of businessinventory or other assets; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 material change in the aggregatemanner in which products or services of PMT or its subsidiaries are marketed (including any material change in prices), any material change in the manner in which PMT or its subsidiaries extends discounts or credit to customers or any material change in the manner or terms by which PMT or its subsidiaries collects in accounts receivable or otherwise deals with customers; (f) made any investment in failure by PMT or loan its subsidiaries to any Person, pay trade accounts payable or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction Liability of PMT or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing;subsidiary when due; or (g) issuedany agreement, sold whether in writing or otherwise permitted otherwise, to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to take any of the foregoing.actions specified in the foregoing CLAUSES (A) through (F). ----------- ---

Absence of Changes. Except as set forth on Schedule 4.7, since the date of the Latest Contributor Balance Sheet, (ia) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance SheetSheet through the date of this Agreement, no Subject Entity orthere has not occurred any event, with respect change, action, failure to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction act or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are nottransaction that, individually or in the aggregate, material has had or would be reasonably expected to have, a Material Adverse Effect. (b) Except as expressly contemplated by this Agreement or any COVID-19 Measures, since the business of such Subject Entity or such member date of the Contributor GroupBalance Sheet through the date of this Agreement, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 the Company and its Subsidiaries have operated their respective businesses in the aggregate, except for capital expenditures (A) incurred all material respects in the ordinary course of business (except for discussions, negotiations and transactions related to this Agreement or other potential strategic transactions) and during such period the Company and its Subsidiaries have not: (Bi) relating to the completion of those projects effected any recapitalization, reclassification, distribution, equity split or like change in progress set forth on Schedule 4.7(c)its capitalization; (dii) subjected any material portion of its properties or assets to any material Encumbrances, except for Permitted Encumbrances; (iii) sold, leased, licensed, mortgaged, assigned or transferred any material portion of its tangible assets, except in the ordinary course of business and except for sales of obsolete assets or intangible assetsassets with de minimis or no book value; (iv) sold, assigned, transferred or licensed any Intellectual Property Rights, except in the ordinary course of business; (eA) suffered granted to any extraordinary losses individual service provider of the Company or canceledits Subsidiaries, waivedwith total annual fees that equals or exceeds $150,000, compromised any increase in fees, (B) materially increased the cost under any Employee Plan, or released (C) entered into any rights management, employment, severance, retention, transaction bonus, change in control, relocation, repatriation or claims involving amounts that exceed $3,000,000 expatriation, cash, equity or equity-based incentive agreement or other similar Contract with any Company Associate, other than offer letters entered into with employees in the aggregateordinary course of business consistent with past practice that can be terminated at will without severance obligations; (fvi) made any investment change in accounting methods, principles or loan practices (other than any immaterial change thereto), except as may have been required (A) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any Personsimilar organization or (B) by Legal Requirement, or acquired including Regulation S-X promulgated under the Securities Act, in each case, as agreed to by the Company’s independent public accountants; (vii) made any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manneracquisition, in a single transaction or a series of related transactions, whether by merging or entered into consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any Contractother similar manner, letter any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person (other than the Company); (viii) made any disposition, in a single transaction or a series of intent related transactions, whether by merging or similar arrangement consolidating with, or by disposing of a substantial equity interest in or a substantial portion of the assets of, the Company or any of its Subsidiaries; (ix) received, collected, compiled, used, stored, processed, shared, safeguarded, secured (technically, physically or administratively), disposed of, destroyed, disclosed, or transferred (including cross-border) any Personal Information (or failed to do any of the foregoing, as applicable) in violation of any (A) applicable Privacy Laws, (B) publicly available privacy policies or notices of the Company, or (C) the contractual obligations of the Company with respect to the foregoingany Personal Information; (gx) issued, sold or otherwise permitted to become outstanding made any material capital stock, membership interests or other equity interestsinvestment in, or splitany material loan to, combinedany other Person, reclassified, repurchased except in the ordinary course of business or redeemed pursuant to any shares of its capital stock, membership interests, existing agreement or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPbudget; or (kxi) authorized, agreed, resolved or committed to any of the foregoingamended its organizational documents.

Absence of Changes. Except as set forth on Schedule 4.7, since the date in Section 3.14 of the Latest Contributor Balance SheetDisclosure Schedule, (i) there has not been any Company Material Adverse Effect and (ii) during the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date Relevant Period none of the Latest Contributor Balance SheetCompany, no Subject Entity or, with respect to MDE or the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasChicago Subsidiaries: (a) suffered any Material Adverse Effect (nor, to the Seller's Knowledge, do any facts exist which are reasonably likely to result in a Material Adverse Effect); (b) canceled any indebtedness owing to the Company, MDE or the Chicago Subsidiaries or waived any material claims or rights, including, without limitation, any rights under any of its material contracts, leases or authorizations, except in the ordinary course of business; (c) sold, transferred or otherwise disposed of any of its assets or properties except in the ordinary course of business; (d) made any material change in any method of accounting or accounting practice, made any adjustments to its books and records, or recharacterized any assets or liabilities in any material respect, except to the extent required by GAAP or the rules and regulations promulgated under the US securities laws; (e) written off as uncollectible any notes or accounts receivable, other than in the ordinary course of business; (f) with respect to the Business, made any capital expenditure commitment for additions to property, plant, equipment or tangible capital assets or made capital expenditure commitments without the prior written consent of the Purchaser, other than capital expenditures that are set forth in the 2004 Budget of the Business; (g) had any material labor dispute or received notice of any grievance that triggered an arbitration under any collective bargaining agreement; (h) borrowed or agreed to borrow any funds other than (i) the Chicago Debt and funds borrowed from the Seller, the Company or any Subsidiary and (ii) indebtedness that will be repaid prior to the Closing with the prior written consent of the Purchaser; (i) made any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business; (j) entered into any written employment agreement with any non-union employee or increased in any manner the compensation of any of its directors, officers or non-union employees, except for such increases granted in the ordinary course of business other than employment agreements entered into in connection with the closing of the transactions contemplated by the Chicago Stock Purchase Agreement, copies of which have been provided to the Purchaser; (k) adopted, granted, extended or increased the rate or terms of any bonus, severance, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any of its directors, officers or employees, except in the ordinary course of business other than employee benefit plans and insurance plans adopted immediately following the closing of the transactions contemplated by the Chicago Stock Purchase Agreement, and copies of such plans have been provided to the Purchaser; (l) made any change in its organizational documents or issued any additional equity securities or granted any option, warrant or right to acquire any equity securities or issued any security convertible into or exchangeable for its equity securities; (m) experienced any damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible propertyassets or properties in an amount exceeding $25,000; (bn) revalued entered into any collective bargaining or similar contract, or modified the terms of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of any such Subject Entity or such member of the Contributor Group, taken as a wholeexisting contract; (co) made authorized or paid any capital expenditures dividends or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating other similar distributions other than to the completion Company, MDE or any wholly-owned subsidiary of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPMDE; or (kp) authorized, suffered or agreed, resolved whether orally or committed in writing, to do any of the foregoing.

Absence of Changes. (a) Except as set forth on Schedule 4.7in Section 4.16(a) of the Company Disclosure Schedule, since the date of the Latest Contributor Balance SheetDecember 31, (i) 2009, there has not been any Company effect, event, condition or change that has had or would reasonably be expected to have a Material Adverse Effect Effect. (b) Except as set forth in Section 4.16(b) of the Company Disclosure Schedule, since December 31, 2009 and (ii) through the date hereof, the Company and its Subsidiaries have conducted their business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance SheetOrdinary Course in all material respects, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasand there has not been: (ai) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its tangible propertySubsidiaries; (bii) revalued any material change in the underwriting, reinsurance, pricing, claim processing and payment, reserving, financial or accounting methods, practices or policies by the Company or any of their its Subsidiaries, except as required by Law, GAAP or SAP; (iii) any declaration, setting aside or payment of any dividend or distribution on any shares of capital stock or other equity interest of the Company or any of its Subsidiaries (except for dividends or other distributions by any direct or indirect majority owned Subsidiary of the Company or any majority 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 amendment to the respective assetsOrganizational Documents of the Company and its Subsidiaries; (v) any increase in the compensation of any of the Employees, including writing off notes except (A) pursuant to the terms of agreements or accounts receivable plans in effect on the date of this Agreement; (B) for increases in the Ordinary Course of Business consistent with past practice, any establishment, amendment or termination of any Benefit Plan (except as required by applicable Law), or any action taken to accelerate any rights or benefits for any Employee; or (C) any amendment to the SAR Plans or the ESOP as contemplated by this Agreement; (vi) any incurrence of any indebtedness for borrowed money from a third party, issuance of any debt securities to any third party, or assumption, guarantee or endorsement of any such obligations of any other Person; (vii) any loans, advances or capital contributions to, or investments in, any other Person other than commission advances; (viii) any entry into or material modification of any Reinsurance Agreement other than in the ordinary course Ordinary Course of Business; (ix) any issuance, sale or pledge of any capital stock, notes, bonds or other securities of the Company or its Subsidiaries or any option, warrant or other right to acquire the same; (x) any merger with, entry into a consolidation with or acquisition of an interest of 10% or more in any Person or any acquisition of a substantial portion of the assets or business of any Person or any division or line of business thereof; (xi) any sale, abandonment or other disposition of any material investments or other material assets, properties or business of the Company or its Subsidiaries other than in amounts that are notthe Ordinary Course of Business; (xii) any entry into or amendment of any Contract pursuant to which the Company or its Subsidiaries agrees to indemnify any Person (other than Insurance Contracts written by the Insurance Companies, individually agency agreements or adjuster contracts in the Ordinary Course of Business) for an amount in excess of $50,000 or to refrain from competing with any Person; (xiii) any Related Party Transaction in excess of $20,000 or any Related Party Transactions with the same Person that, in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeexceed $50,000; (cxiv) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for any capital expenditures (A) incurred in the ordinary course excess of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 1,000,000 in the aggregate; (fxv) made any investment in grant or loan acquiescence to the existence of any Person, security interest or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement Encumbrance (other than Permitted Encumbrances) with respect to any of the foregoingmaterial assets of the Company and its Subsidiaries; (gxvi) issuedany termination, sold cancellation or otherwise permitted amendment other than in the Ordinary Course of Business of any insurance coverage maintained by the Company or its Subsidiaries with respect to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity intereststheir respective material assets that was not replaced by substitute insurance coverage; (hxvii) materially modified, changed any increase or terminated any Company Material Contractdecrease in reserves for losses (including incurred but not reported losses) and loss adjustment expenses other than in the Ordinary Course of Business in a manner consistent with past practice; (ixviii) adopted a plan or agreement any settlement of complete or partial liquidationany litigation claims, dissolutionactions, mergerarbitrations, consolidationdisputes, restructuring, recapitalization, audits or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPproceedings for an amount exceeding $250,000; or (kxix) authorizedany agreement, agreedwhether in writing or otherwise, resolved or committed to take any of the foregoingactions specified in this Section 4.16(b), except as expressly contemplated by this Agreement.

Absence of Changes. Except Since February 28, 2006, except as set forth on Schedule 4.7, since the date of the Latest Contributor Balance Sheet, disclosed (i) there has not been any Company Material Adverse Effect and by the Seller to the Buyer, or (ii) the business on SEDAR as of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hashereof: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member each of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of Subsidiaries has conducted its business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except only in the ordinary course of business; (eb) none of the Subsidiaries has incurred or suffered a Material Adverse Effect; (c) there has not been any extraordinary losses acquisition or canceledsale by any of the Subsidiaries of any material property or assets thereof; (d) other than in the ordinary course of business, waivedthere has not been any incurrence, compromised assumption or released guarantee by any rights of the Subsidiaries of any debt for borrowed money, any creation or claims involving amounts that assumption by any of the Subsidiaries of any Encumbrance, any making by any of the Subsidiaries, of any loan, advance or capital contribution to or investment in any other person (other than loans and advances in an aggregate amount which does not exceed $3,000,000 50,000 outstanding at any time) or any entering into, amendment of, relinquishment, termination or non-renewal by any of the Subsidiaries of any contract, agreement, licence, lease transaction, commitment or other right or obligation which would, individually or in the aggregate, have a Material Adverse Effect on a Subsidiary; (e) other than in the ordinary course of business, there has not been any material increase in or modification of the compensation payable to or to become payable by any of the Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors or officers; (f) made none of the Subsidiaries have effected any investment material change in its accounting methods, principles or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingpractices; (g) issuednone of the Subsidiaries have adopted any, sold or otherwise permitted to become outstanding any capital stockmaterially amended any, membership interests collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other equity interests, benefit plan or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests;shareholder rights plan; and (h) materially modified, changed no dividends have become or terminated are payable on or in respect of the Purchased Securities and no other distribution on any Company Material Contract; (i) adopted a plan of its securities or agreement of complete shares or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingsecurities or shares of the other Subsidiaries has become or is payable by RNC Panama or the other Subsidiaries.

Absence of Changes. Except as set forth on Schedule 4.7Since the Statement Date, since the date of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasbeen: (a) suffered Any change in the assets, liabilities, financial condition or operations of Xxxxxx or USCH from that reflected in the Xxxxxx and USCH Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to have a Material Adverse Effect on such assets, liabilities, financial condition or operations of Xxxxxx or USCH; (b) Any resignation or termination of any key officers of Xxxxxx or USCH; and Xxxxxx and USCH, to their Knowledge, do not know of the impending resignation or termination of employment of any such officer; (c) Any material change, except in the Ordinary Course of Business, in the contingent obligations of Xxxxxx or USCH by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) Any damage, destruction or loss (loss, whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in materially and adversely affecting the ordinary course of business in amounts that are notproperties, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion prospects or financial condition of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned Xxxxxx or transferred any of its tangible or intangible assets, except in the ordinary course of businessUSCH; (e) suffered any extraordinary losses Any waiver by Xxxxxx or canceled, waived, compromised USCH of a valuable right or released any rights or claims involving amounts that exceed $3,000,000 in the aggregateof a material debt owed to them; (f) Any direct or indirect loans made any investment in by Xxxxxx or loan USCH to any Personstockholder, employee, officer or acquired any business director of Xxxxxx or PersonUSCH, by merger or consolidation, purchase or sale other than advances made in the Ordinary Course of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingBusiness; (g) issuedAny material change in any compensation arrangement or agreement with any employee, sold officer, director or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interestsstockholder; (h) materially modified, changed Any declaration or terminated payment of any Company Material Contractdividend or other distribution of the assets of Xxxxxx or USCH; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganizationAny labor organization activity; (j) changed its accounting principlesAny debt, practices obligation or methods liability incurred, assumed or guaranteed by Xxxxxx or USCH, except as required those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business; (k) Any sale, assignment or permitted transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (l) Any change in any material agreement to which Xxxxxx or USCH is a party or by Law which they are bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or GAAPprospects of Xxxxxx or USCH; or (km) authorizedAny other event or condition of any character that, agreedeither individually or cumulatively, resolved has materially and adversely affected the business, assets, liabilities, financial condition, operations or committed prospects of Xxxxxx or USCH. For purposes of this subsection (m), a material and adverse effect shall only be deemed to any occur if its monetary impact exceeds, or with the passage of the foregoingtime, will exceed $10,000.

Absence of Changes. Except Since the Financial Statement Date, there has not been ------------------ any material adverse change in the Business or Condition of Target or any occurrence or event which, individually or in the aggregate, is expected to have Material Adverse Effect on Target. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as set forth on Schedule 4.7in Section 2.8 of the Target Disclosure Schedule, since the date Financial --------------------------------------------- Statement Date: (a) neither Target nor Target Subsidiary has entered into any Contract or other material commitment or transaction and no other Related Party has entered into a contract relating to the VirtualModem Business; (b) Target has not entered into any Contract in connection with any transaction involving a Business Combination; (d) neither Target not Target Subsidiary has entered into any transaction with any member, manager, officer, director, Affiliate or Associate of Target, other than pursuant to any Contract disclosed to Parent pursuant to (and so identified in) Section 2.8(d) of the Latest Contributor Balance Sheet, Target Disclosure Schedule. ------------------------------------------------ (ie) there has not been any Company Material Adverse Effect and transfer (iiby way of a License or otherwise) the business to any Person (including any Related Party other than Target) of each Subject Entity and the SUN Retail Business has been conducted rights to any material Target Intellectual Property, other than licenses in the ordinary course substantially of business consistent with past practices. Since practice; (f) there has not been any amendment to Target's Certificate of Formation or Target LLC Agreement or to Target Subsidiary's Articles of Incorporation or Bylaws; (g) Target has not declared, set aside or paid any dividends on or made any other distributions (whether in cash, stock or property) in respect of any Target Units, or effected or approved any split, combination or reclassification of any Target Units, or issued or authorized the date issuance of any other securities, in lieu of or in substitution for Target, or repurchased, redeemed or otherwise acquired, directly or indirectly, any Target Units; (h) Target has not issued, granted, delivered, sold or authorized or proposed to issue, grant, deliver or sell, or purchased or proposed to purchase, any units or other measures of capital ownership of Target; and there has been no modification or amendment of the Latest Contributor Balance Sheet, rights of any holder of any units or other measures of capital ownership of Target; (i) no Subject Entity Action or Proceeding has been commenced or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactionsknowledge of any Related Party, member of the Contributor Group has:threatened by or against Target or Target Subsidiary. (aj) suffered neither Target nor Target Subsidiary has made any change in accounting policies, principles, methods, practices or procedures (including for bad debts, contingent liabilities or otherwise, respecting capitalization or expense of research and development expenditures, depreciation or amortization rates or timing of recognition of income and expense); (k) Target and Target Subsidiary have taken all commercially reasonable action required to procure, maintain, renew, extend or enforce any material Target Intellectual Property; (l) there has been no physical damage, destruction or other casualty loss (whether or not covered by insurance) from fire affecting any of the real or other casualty personal property or equipment of Target or Target Subsidiary or in an amount exceeding fifty thousand dollars ($50,000) individually or one hundred fifty thousand dollars ($150,000) in the aggregate; and (m) neither Target nor Target Subsidiary has made or agreed to its tangible propertymake any disposition or sale of, waiver of rights to, license or lease of, or incurrence of any material Lien on, or a material portion of any Assets and Properties of Target; (bn) revalued neither Target nor Target Subsidiary has made or agreed to make any acquisition of their respective any business, company or corporation, whether through the purchase of stock, a purchase, lease or License of assets, a merger, consolidation, tender offer or any other form of business combination; (o) neither Target nor Target Subsidiary has made or agreed to make any purchase of any Assets and Properties of any Person (including writing off notes or accounts receivable any Related Party other than Target) other than (1) acquisitions of inventory, or licenses of products, in the ordinary course of business of Target consistent with past practice and (2) other acquisitions in amounts that are not, individually an amount not exceeding fifty thousand dollars ($50,000) in the case of any individual item or one hundred fifty thousand dollars ($150,000) in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (cp) neither Target nor Target Subsidiary has made or agreed to make any capital expenditures or commitments therefor involving amounts that exceed for additions to property, plant or equipment constituting capital assets in an amount exceeding fifty thousand dollars ($3,000,000 50,000) individually or one hundred fifty thousand dollars ($150,000) in the aggregate; (q) neither Target nor Target Subsidiary has made or agreed to make any write- off or write-down, any determination to write-off or write-down, or revalue, any of its Assets and Properties in excess of applicable reserves, or change in any reserves or liabilities associated therewith, in an amount exceeding fifty thousand dollars ($50,000) individually or one hundred fifty thousand dollars ($150,000) in the aggregate; (r) neither Target nor Target Subsidiary has made or agreed to make payment, discharge or satisfaction, in an amount in excess of fifty thousand dollars ($50,000) in any one case or one hundred fifty thousand ($150,000) in the aggregate, except for capital expenditures of any claim, Liability or obligation (A) whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of Liabilities reflected or reserved against in the Target Financials and other than Liabilities incurred in the ordinary course of business or (B) relating to since the completion of those projects in progress set forth on Schedule 4.7(c)Financial Statement Date; (ds) sold, leased, licensed, mortgaged, assigned neither Target nor Target Subsidiary has failed to pay or transferred otherwise satisfy any of its tangible Liabilities presently due and payable except such Liabilities which are being contested in good faith by appropriate means or intangible assets, except proceedings and which are immaterial in the ordinary course of businessamount; (et) suffered neither Target nor Target Subsidiary has incurred any extraordinary losses Indebtedness or canceled, waived, compromised guaranteed any Indebtedness in any amount exceeding fifty thousand ($50,000) individually or released any rights or claims involving amounts that exceed one hundred fifty thousand ($3,000,000 150,000) in the aggregateaggregate or issued or sold any debt securities of Target or guaranteed any debt securities of others; (fu) made neither Target nor Target Subsidiary has granted any investment in severance or loan termination pay to any Persondirector, officer, employee or acquired consultant, except payments made pursuant to written Contracts outstanding on the date hereof, copies of which have been delivered to Parent and the principal terms of which are disclosed in Section 2.8(u) of the Target Disclosure Schedule; ------------------------------------------------- (v) except pursuant to a Contract or otherwise disclosed to Parent pursuant to Section 2.8(d) of the Target Disclosure Schedule, neither Target nor Target ------------------------------------------------ Subsidiary has granted or approved any business increase of greater than five percent (5%) in salary, rate of commissions, rate of consulting fees or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other mannercompensation of any current officer, in a single transaction director, employee, independent contractor or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingconsultant; (gw) issuedTarget and Target Subsidiary have taken all commercially reasonable action required to procure, sold maintain, renew, extend or otherwise permitted to become outstanding enforce any capital stockTarget Intellectual Property, membership interests including submission of required documents or fees during the prosecution of patent, trademark or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interestsapplications for Registered Intellectual Property rights; (hx) materially modifiedneither Target nor Target Subsidiary has entered into or approved any contract, changed arrangement or terminated understanding or acquiesced in respect of any Company Material Contract; (i) adopted a plan arrangement or agreement understanding, to do, engage in or cause or having the effect of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoing.

Absence of Changes. Except as set forth on Schedule 4.7SCHEDULE 5.14 of the Disclosure Letter, since the date of the Latest Contributor Balance SheetMay 31, (i) 2001, there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted transaction or occurrence in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity orwhich Seller, with respect to the SUN Retail Assets prior to the Pre-Closing TransactionsBusiness, member of the Contributor Group has: (a) suffered any material damageMaterial Adverse Change nor, destruction to Seller's knowledge, has there been any event which has had or loss (whether or not covered by insurance) from fire or other casualty may reasonably be expected to its tangible propertyresult in a Material Adverse Change; (b) revalued incurred any obligations or liabilities of their respective assetsany nature other than items incurred in the regular and ordinary course of business, including writing off notes consistent with past practice, or accounts receivable increased (or experienced any change in the assumptions underlying or the methods of calculating) any bad debt, contingency, or other reserve, other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeconsistent with past practice; (c) disposed of or permitted to lapse any right to the use of any Intellectual Property or, to Seller's knowledge, disclosed to any person not authorized to have such information any trade secret, proprietary information, formula, process, or know-how constituting Intellectual Property hereunder and not previously a matter of public knowledge or existing in the public domain; (d) except for the capital expenditure commitments described on SCHEDULE 5.9.2 of the Disclosure Letter, made any material capital expenditures expenditure or commitments therefor involving commitment in excess of Fifty Thousand Dollars ($50,000) for additions to property, plant, equipment, intangible, or capital assets or for any other purpose, other than for emergency repairs or replacement; (e) paid, loaned, distributed, or advanced any amounts that exceed $3,000,000 to, sold, transferred, or leased any properties or assets (real, personal or mixed, tangible or intangible) to, purchased, leased, licensed, or otherwise acquired any properties or assets from, or entered into any other agreement or arrangement with (i) any stockholder, officer, employee, or director of Seller, (ii) any corporation or partnership in which any affiliate of Seller is an officer, director, or holder directly or indirectly of five percent (5%) or more of the aggregateoutstanding equity or debt securities, or (iii) any person controlling, controlled by, or under common control with any such partner, stockholder, officer, director, or affiliate except for capital expenditures compensation not exceeding the rate of compensation set forth on SCHEDULE 5.16(A) of the Disclosure Letter or permitted by Section 5.14(h) and for routine travel advances to officers and employees; (Af) incurred entered into any collective bargaining or labor agreement (oral and legally binding or written), or experienced any organized slowdown, unscheduled work interruption, strike, lockout or unscheduled work stoppage; (g) sold, transferred, or otherwise disposed of any of the Acquired Assets except in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)consistent with past practice; (dh) soldgranted or incurred any obligation for any increase in the compensation of any officer or employee of Seller engaged in the Business (including, leasedwithout limitation, licensedany increase pursuant to any bonus, mortgagedpension, assigned profit-sharing, retirement, or transferred any of its tangible other plan or intangible assets, commitment) except for raises to employees in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement consistent with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contractpast practice; (i) adopted a plan made any material change in any method of accounting or agreement of complete or partial liquidationaccounting principle, dissolution, merger, consolidation, restructuring, recapitalizationpractice, or other material reorganizationpolicy relating to or impacting the Acquired Assets; (j) changed its accounting principles, practices suffered any casualty loss or methods except as required damage in excess of $50,000 in the aggregate (whether or permitted by Law not insured against); (k) taken any other action which is not either in the ordinary course of business and consistent with past practice or GAAPprovided for in this Agreement; or (kl) authorized, agreed, resolved so as to legally bind Seller whether in writing or committed otherwise, to take any of the foregoingactions set forth in this Section 5.14 and not otherwise permitted by this Agreement.

Absence of Changes. Except as set forth on Schedule 4.7in Part 2.5 of the GEOSURE Disclosure Schedule, since the date of the Latest Contributor Balance SheetSeptember 30, (i) there 1998, GEOSURE has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: not: (a) suffered any material change, or any development or combination of developments that has had or would reasonably be expected to have a Material Adverse Effect on GEOSURE, (b) suffered any damage, destruction or loss (loss, whether or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effect on GEOSURE; (c) from fire granted any material increase in the compensation payable or to become payable by GEOSURE to its officers or employees other than increases in the ordinary course of business to employees who are not officers; (d) declared, set aside or paid any distribution on or in respect of its partnership interests or declared any direct or indirect redemption, retirement, purchase or other casualty acquisition of such partnership interests; (e) issued any partnership interests or any rights for, or entered into any commitment relating to its tangible such partnership interests; (f) made any change in the accounting methods or practices it follows, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates; (g) sold, leased, abandoned or otherwise disposed of any real property; (b) revalued any of their respective assets, including writing off notes machinery, equipment or accounts receivable other operating property other than in the ordinary course of business; (h) sold, assigned, transferred, licensed or otherwise disposed of any patent, patent right, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright), invention, work of authorship, process, know-how, formula or trade secret or interest thereunder or other material intangible asset except for end-user license transactions entered into in the ordinary course of its business pursuant to GEOSURE's standard forms of license agreement; (i) entered into any material commitment or transaction (including without limitation any borrowing) other than commitments or transactions entered into in amounts the ordinary course of business that are notnot reasonably likely to have a Material Adverse Effect on GEOSURE; (j) permitted or allowed any of its property or assets to be subjected to any new mortgage, individually deed of trust, pledge, lien, security interest or in the aggregate, material to the business other encumbrance of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregatekind, except for capital expenditures (A) liens for current taxes not yet due and purchase money security interests incurred in the ordinary course of business business; (k) made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of $25,000, or, in the aggregate, in excess of $50,000; (Bl) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) paid, loaned or advanced any amount to, or sold, leasedtransferred or leased any properties or assets to, licensedor entered into any agreement or arrangement with, mortgaged, assigned or transferred any of its tangible employees or intangible assetspartners or any affiliate of any of the foregoing, except other than employee compensation and benefits and reimbursement of employment related business expenses incurred in the ordinary course of business; ; (em) suffered any extraordinary losses material decrease in revenues from a customer which provided more than $50,000 in revenues during the 12 months prior to September 30, 1998 or canceled, waived, compromised determined that such a decrease should be expected; or released (n) agreed to take any rights action described in this Section 2.5 or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale which would constitute a breach of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingrepresentations or warranties of GEOSURE contained in this Agreement.

Absence of Changes. Except From December 31, 2012 until the date of this Agreement there has not been any Material Adverse Effect. Without limiting the generality of the foregoing, from December 31, 2012 until the date of this Agreement, the Target Companies have conducted their business in the Ordinary Course of Business and used commercially reasonable efforts to preserve intact the Target Companies’ relationships with customers, suppliers and all others having business dealings with the Target Companies in all material respects and there has not been any change in the financial condition, assets, liabilities, prospects, net worth, earning power or business of any Target Company, other than in the Ordinary Course of Business, which individually or in the aggregate has been or will have a Material Adverse Effect. From December 31, 2012, except as set forth on Schedule 4.73.09, since the date none of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group Target Companies has: (a) suffered accelerated, terminated, modified, canceled or entered into any material damage, destruction or loss contract (whether or including but not covered by insurance) from fire or other casualty limited to its tangible propertyany Material Contract); (b) revalued experienced any damage, destruction, or loss to any of their respective assets, including writing off notes its assets or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeproperty involving at least $100,000 per occurrence and not covered by insurance; (ci) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in other than the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress Contingent Bonuses set forth on Schedule 4.7(c)1.2, granted any bonuses, whether monetary or otherwise, or increased any wages, salary, severance, pension or other compensation or benefits in respect of its employees, officers, directors, independent contractors or consultants, other than as provided for in any written Employee Benefit Plans or required by Applicable Law, (ii) changed the terms of employment for any employee or terminated employment of any employee for which the costs and expenses with respect to any such individual exceed $50,000, or (iii) accelerated the payment or vesting of any compensation or benefit for any employee, director, officer, independent director or consultant; (d) sold, leased, licensed, mortgaged, assigned or transferred made any of its tangible or intangible assets, except in the ordinary course of businessmaterial capital expenditure; (e) suffered made any extraordinary losses capital investment in, any loan to, or canceledany acquisition of the securities or assets of, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in other Person (other than the aggregateTarget Companies); (f) made any investment change in any method of accounting or loan accounting practice or policy used by the Target Companies, other than such changes required by GAAP or pursuant to any Person, or acquired any business or Person, pronouncements issued by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingFinancial Accounting Standards Board; (g) declared or paid any dividends, issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased purchased or redeemed any shares of its capital stock, stock or membership interests or any securities convertible into or exchangeable for any of its capital stock or membership interests, or made any other distributions to its shareholders or equity interestsholders, other than dividends or distributions to pay Taxes; (h) materially modifiedgranted any options or other rights to purchase or obtain (including upon conversion, changed exchange or terminated exercise) any Company Material Contractof its capital stock or membership interests, whether pursuant to the Unit Option Plan or otherwise; (i) adopted a plan or agreement of complete or partial liquidationincurred, dissolution, merger, consolidation, restructuring, recapitalizationassumed, or guaranteed any liabilities or Indebtedness of any kind other material reorganizationthan Indebtedness that is incurred in the Ordinary Course of Business; (j) amended the Target Companies Charter Documents; (k) transferred, assigned or granted any license or sublicense of any material rights under or with respect to any Intellectual Property Rights; (l) created or allowed the imposition of any Lien upon any of its properties, membership interests or assets, tangible or intangible other than Permitted Liens; (m) disposed of or acquired any material assets, except for sales, dispositions or acquisitions of assets in the Ordinary Course of Business; (n) diminished, increased or terminated any promotional programs that individually or in the aggregate are or were material to the business of the Target Companies, except in the Ordinary Course of Business; (o) purchased, leased or otherwise acquired the right to own, use or lease any property or assets for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (p) made, changed its or revoked any Tax election, changed any Tax accounting principlesperiod, practices adopted or methods changed any Tax accounting method, filed any amended Tax Return, failed to pay any Tax when due, failed to file any Tax Return when due (taking into account appropriate obtained extensions), settled any material Tax claim or assessment relating to any of the Target Companies, or consented to any extension or waiver of any limitation period applicable to any Tax claim or Tax assessment relating to any Target Company; (q) discharged, forgiven, cancelled or satisfied any material Lien, debt, claim or paid for any material obligation or material liability (fixed or contingent) other than in the Ordinary Course of Business; (r) written-down the value of any assets or inventory or written-off any notes or accounts receivable of the Target Companies, in each case, other than those for which reserves or accruals have been established in the Unaudited Financial Statements or those in immaterial amounts; (s) other than the Contingent Bonuses set forth on Schedule 1.2, entered into any transaction that is not in the Ordinary Course of Business, consistent with past practice or as contemplated herein, including but not limited to any agreement to compensate any employee of the Target Companies in any manner upon or with respect to the consummation of the transactions contemplated at Closing; or (t) entered into any contract, commitment or arrangement to do any of the actions referred to in clauses (a)-(s) above (except as otherwise required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any the terms of the foregoingthis Agreement).

Absence of Changes. Except as set forth on in Schedule 4.73.21, since the Interim Balance Sheet Date and through the date of this Agreement, the Latest Contributor Balance Sheet, (i) Company and its Subsidiaries have conducted their business only in the Ordinary Course there has not been any Change affecting the Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are notSubsidiaries which, individually or in the aggregate, material to the business of such Subject Entity or such member has had a Company Material Adverse Effect. As amplification and not in limitation of the Contributor Groupforegoing, taken since the Interim Balance Sheet Date and through the date of this Agreement, except as a wholeset forth in Schedule 3.21, there has not been: (a) any Encumbrance imposed or created on any of the Assets, other than Permitted Encumbrances; (cb) made any capital expenditures damages, destructions or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course losses of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible the Assets, whether or intangible assetsnot covered by insurance, except in the ordinary course excess of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 50,000 in the aggregate; (c) except in the Ordinary Course of Business, any entrance into, assignment, termination, modification or amendment of any Contract of a type required to be scheduled on Schedule 3.6 or any Real Property Lease; (d) any increase in the salary, benefit or other compensation of any employee, officer or director of the Company (or any promise to effect such an increase in the future), or any increase in or any addition to other benefits to which any such employee, officer or director may be entitled (or any promise to effect such an increase in the future), other than in the Ordinary Course of Business or as required by any Employee Plan or Collective Bargaining Agreement; (e) any extraordinary compensation, bonus, payment or distribution to the Company or any employee, officer, director or consultant of the Company (or any promise to pay any extraordinary compensation, bonus or payment other than base salary, or regular commissions at anytime in the future); (f) made any investment change in any of the accounting principles adopted by the Company or loan to any Personits Subsidiaries, or acquired any business material change in the Company’s or Personits Subsidiaries’ accounting procedures, by merger practices or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement methods with respect to the foregoingapplying such principles, other than as required by GAAP or by applicable Regulations; (g) issuedany failure to pay or discharge when due (after the application of any applicable grace periods) any Liabilities of the Company or its Subsidiaries, sold or otherwise permitted to become outstanding any capital stockexcept for Liabilities being contested in good faith, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interestswhich are fully reflected and reserved for in the Interim Financial Statements; (h) materially modified, changed or terminated the termination of any Company Material Contractofficer of the Company; (i) adopted a plan any declaration, setting aside or agreement payment of complete any dividend or partial liquidationother assets of any kind whatsoever with respect to any shares of the capital stock of the Company, dissolutionany direct or indirect redemption, merger, consolidation, restructuring, recapitalizationpurchase or other acquisition of any such shares of the capital stock of the Company by the Company or by any other Person, or any other material reorganizationpayment or distribution to any stockholder of the Company or any Affiliate of any such stockholder by the Company; (j) changed any cancellation or forfeiture of any material debts or claims of the Company or its accounting principlesSubsidiaries or any waiver of any rights of material value to the Company or its Subsidiaries; (k) any issuance by the Company or its Subsidiaries of any shares of Company Capital Stock or debt security or any security, practices right, option or methods except as required warrant convertible into or permitted exercisable or exchangeable for any shares of Company Capital or debt security; (l) any write-off of any accounts receivable or notes receivable of the Company or its Subsidiaries or any portion thereof in excess of $25,000 individually or $75,000 in the aggregate; (m) any loan, advance or capital contribution to, or investment in, any Person by Law the Company or GAAPits Subsidiaries or the engagement by the Company or its Subsidiaries in any transaction with any employee, officer, director or security holder of the Company or its Subsidiaries, other than the payment of normal wages and salaries to employees in the Ordinary Course of Business and advances to employees in the Ordinary Course of Business for travel and similar business expenses; (n) any material change in the manner in which the Company or its Subsidiaries extends or receives discounts or credit from a Major Customer or Major Supplier; (o) any labor or employment dispute or negotiation or union or other organizing campaign purportedly on behalf of or involving any employee of the Company or its Subsidiaries, or any threat thereof; (p) any amendment to the Articles of Incorporation or Company By-Laws or equivalent document of the Company or its Subsidiaries; (q) any capital expenditure or commitment by the Company or its Subsidiaries in excess of $50,000; or (kr) authorizedany agreement, agreedunderstanding, resolved authorization or committed proposal, whether in writing or otherwise, for the Company or its Subsidiaries to take any of the foregoingactions specified in this Section 3.21.

Absence of Changes. Except as set forth on Schedule 4.7, since the date of Since the Latest Contributor Balance SheetSheet Date, (i) the Company and each Subsidiary has been operated in the ordinary course, consistent with past practice, and there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasbeen: (a) suffered except as set forth in Schedule 4.6(a), any change in the --------------- business, operations, assets, condition (financial or otherwise), operating results or Liabilities which has had or is reasonably likely to have a material adverse effect on the Company and its Subsidiaries (taken as a whole) or any material damagecasualty loss or damage to the assets of the Company or any Subsidiary, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property;insurance (a "Material Adverse Change"); ----------------------- (b) revalued any of their respective assets, including writing off notes or accounts receivable other than except for intercompany payments in the ordinary course of business or as set forth in amounts that Schedule 4.6(b), any declaration, setting aside or --------------- payment of any distribution with respect to any shares of capital stock of the Company or any Subsidiary, or any direct or indirect redemption, purchase or other acquisition of any thereof, or any other payments of any nature outside the ordinary course of business to any Affiliate of the Company whether or not on or with respect to any shares of capital stock of the Company owned by such Affiliate (excluding salaries and benefits in ordinary course consistent with past practices at rates equal to those in effect on the Latest Balance Sheet Date); (c) except as set forth in Schedule 4.6(c), any general uniform --------------- increase in the compensation of employees (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) of the Company or any Subsidiary, or any increase in any such compensation payable to any officer, director or key management employee; (d) except as set forth in Schedule 4.6(d), any change in the tax or ---------------- other accounting methods or practices followed by the Company or any Subsidiary, any change in depreciation or amortization policies or rates previously adopted or any write-up of inventory or other assets; (e) except as set forth in Schedule 4.6(e) any material change in the --------------- manner in which products or services of the Company or any Subsidiary are notmarketed (including, without limitation, any material change in prices), any material change in the manner in which the Company or any Subsidiary extends discounts or credit to customers or any material change in the manner or terms by which the Company or any Subsidiary collects its accounts receivable or otherwise deals with customers; (f) except as set forth in Schedule 4.6(f), any failure by the Company ---------------- or any Subsidiary to make scheduled capital expenditures or investments or any failure to pay trade accounts payable or any other Liability of the Company or any Subsidiary in the ordinary course consistent with past practices; (g) except as set forth in Schedule 4.6(g), neither the Company nor --------------- any Subsidiary has sold, leased, licensed, mortgaged or otherwise encumbered or subjected to any Encumbrance or otherwise disposed of its properties or assets, except (i) immaterial assets, (ii) in the ordinary course of business (including for trade-ins) and (iii) where the amount of such sales does not exceed, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests250,000; (h) materially modifiedexcept as set forth in Schedule 4.6(h), changed or terminated neither the Company nor --------------- any Company Material Contract;Subsidiary has taken any action that would result in a breach of Section 6.2 if such action was taken after the date hereof; or (i) adopted a plan any entry into any agreement or agreement of complete understanding, whether in writing or partial liquidationotherwise, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to take any of the foregoingactions specified in the foregoing clauses (a) through (h).

Absence of Changes. (a) Except as set forth on Schedule 4.73.8 or as otherwise expressly contemplated by this Agreement, since the date of the Latest Contributor Most Recent Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and Companies have conducted the SUN Retail Business has been conducted in the ordinary course substantially of business consistent with past practices. Since practice, and there have been no changes in the Business, assets or liabilities of the Companies that could be reasonably expected to result in a Company Material Adverse Effect. (b) Except as set forth on Schedule 3.8, from the date of the Latest Contributor Most Recent Balance Sheet, no Subject Entity or, with respect Sheet to the SUN Retail Assets prior to Closing, the Pre-Closing Transactions, member of the Contributor Group hasCompanies have: (ai) suffered any maintained their properties, machinery and equipment in sufficient operating condition and repair (ordinary wear and tear excepted) to enable them to conduct the Business in all material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible propertyrespects in the manner in which the Business is currently conducted; (bii) revalued continued all existing insurance policies (or comparable insurance) in full force and effect; (iii) not increased the rate or terms of compensation payable or to become payable by the Companies to any of their respective assetsdirectors, including writing off notes officers, members, managers, key employees or accounts receivable consultants and not increased the rate or terms of any bonus, pension or other than employee benefit plan covering any of their respective directors, officers, members, managers, key employees or consultants, except, in each case, increases occurring in the ordinary course of business in amounts that are not, individually accordance with their respective customary practices (including normal periodic performance reviews and related compensation and benefit increases) or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholerequired by any pre-existing Material Contract; (civ) made not knowingly taken any capital expenditures actions or commitments therefor involving amounts that exceed $3,000,000 failed to take actions which would reasonably be expected to result in a material adverse change in the aggregateCompanies' relationships with their suppliers, customers, licensors and licensees and others having business dealings with the Companies; (v) not adopted or amended in any material respect, any Company Benefit Plan, except for capital expenditures as required by Law; (Avi) incurred in not permitted, allowed, or suffered any of its assets to become subjected to any Lien or other restriction of any nature other than Permitted Liens; (vii) not waived any material claims or rights outside of the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)business; (dviii) not sold, exchanged, leased, licensedtransferred or otherwise disposed of any assets of the Companies, mortgaged, assigned or transferred any other than the sale of its tangible or intangible assets, except inventory in the ordinary course of business; (eix) suffered not acquired any extraordinary losses assets, business or canceledsecurities, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 other than the acquisition of assets in the aggregateordinary course of business of the Companies consistent with past practices; (fx) not changed their accounting principles or policies except as required by GAAP; (xi) incurred and paid the accounts payable and collected the accounts receivable of the Companies consistent with current and past operating practices and in the ordinary course of business; (xii) not changed any method of Tax accounting, made or changed any investment in or loan to Tax election, filed any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any Tax Return other manner, than in a single transaction manner consistent with past practice, filed any material amended Tax Return or a series of related transactionsmaterial claim for Tax refund, filed any ruling request or entered into any Contract, letter of intent closing agreement or similar arrangement agreement with respect to Taxes, or settled any audit, examination or other claim for Taxes, in each case that could reasonably be expected to have an effect on the foregoing;Companies for Post-Closing Tax Periods; and (gxiii) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, not agreed, resolved whether in writing or committed otherwise, to do any of the foregoingactions referred to in clauses (iii) through (xii) above.

Absence of Changes. Except as set forth on in Schedule 4.73.9, since June 30, 1999, other than in connection with the date of transactions contemplated by this Agreement or reflected in the Latest Contributor Balance SheetSchedules hereto, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and PGH Subsidiaries have conducted the SUN Retail PGH Business has been conducted in the ordinary course course, in substantially consistent with past practices. Since the date same manner in which it has been previously conducted, there has been no PGH Material Adverse Effect, and none of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group PGH Subsidiaries has: (a) suffered purchased or redeemed any material damageshares of its equity securities, destruction or loss issued or sold (whether or not covered by insuranceagreed to issue or sell) from fire any of its equity securities or any option, warrant, conversion or other casualty right to purchase or acquire any of its tangible propertyequity securities or granted or agreed to grant such rights; (b) revalued incurred any of their respective assets, including writing off notes indebtedness for borrowed money or accounts receivable issued any debt securities other than indebtedness on commercially reasonable terms not in the ordinary course excess of business $500,000 in amounts that are notprincipal amount for all PGH Subsidiaries, individually entered into any guaranty or declared, set aside or paid any dividends or other distribution in the aggregate, material to the business respect of such Subject Entity or such member of the Contributor Group, taken as a wholeits equity securities; (c) made mortgaged, pledged or subjected to any capital expenditures Lien any of their respective properties or commitments therefor involving amounts that exceed $3,000,000 in the aggregateassets, except for capital expenditures (A) Liens incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)Permitted Liens; (d) soldexcept as required by GAAP or Connecticut SAP, leasedmade any change in its accounting principles or the methods by which such principles are applied for financial reporting 42 50 purposes or changed in any material respect its underwriting, licensedactuarial or Tax accounting methods or made, mortgagedmodified or revoked any material Tax elections; (e) increased the compensation of any officer or employee, assigned other than (i) in the ordinary course of business or transferred (ii) to comply with applicable Law; or entered into any new or amended any existing employment contracts, severance agreements or consulting contracts or instituted or agreed to institute any increase in benefits or altered its employment practices or the terms and conditions of its tangible or intangible assetsemployment, except in each case other than in the ordinary course of business; (ef) suffered disposed or agreed to dispose of any extraordinary losses properties or canceledassets necessary for the conduct of the PGH Business as currently conducted, waived, compromised other than in the ordinary course of business; (g) canceled or released forgiven any rights debts or claims involving amounts that exceed in excess of $3,000,000 50,000, individually or in the aggregate; (fh) made taken any investment in or loan action to any Personforfeit, or acquired any business or Personabandon, by merger or consolidationmodify, purchase or sale of substantial assets or equity interestswaive, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold terminate or otherwise permitted to become outstanding change any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stockPermits, membership interests, except (i) as may be required in order to comply with applicable Law or other equity interests; (hii) materially modified, changed or terminated any Company Material Contractas may be contemplated by this Agreement; (i) adopted a plan issued, reinsured or agreement sold new kinds of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalizationPolicies, or other material reorganizationamended existing kinds of Policies except to the extent required to comply with applicable Law; (j) changed suffered any material casualty losses not covered by insurance; (k) amended its accounting principlescharter or by-laws or merged with or into any other Person; (l) split, practices combined or methods reclassified its Capital Stock; (m) entered into or amended or terminated any transaction or contract that has or could reasonably be expected to have a PGH Material Adverse Effect; (n) ceased its lead generation or marketing activities or terminated or amended any material reinsurance or coinsurance contract (including, without limitation, any surplus relief or financial reinsurance contract), whether as reinsurer or reinsured in each case other than in the ordinary course of business; (o) made any payments to any Affiliates except as required in satisfaction of previous contractual obligations; (p) entered into any joint ventures or permitted by Law partnerships of any kind; (q) settled or GAAPreceived a judgment in any Proceeding in which a PGH Subsidiary was a party; (r) become or committed to become a plaintiff in any Proceeding, excluding counterclaims with respect to claims made under any Policy; (s) assumed, guaranteed or endorsed the obligations of any Person; or (kt) authorized, agreed, resolved entered into any contract or committed other agreement to do any of the foregoing.

Absence of Changes. Except Since the Audited Financial Statement Date, except as set forth on Schedule 4.7in Section 3.12 of the Company Disclosure Schedule, there has not been any Material Adverse Effect upon the Company or any occurrence or event which, individually or in the aggregate, could be reasonably expected to have any Material Adverse Effect upon the Company. In addition, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement and except as disclosed in Section 3.12 of the Company Disclosure Schedule, since the date Audited Financial Statement Date: (a) neither the Company nor any of its Subsidiaries has, other than with Parent or its Affiliates, entered into any Contract, commitment or transaction or incurred any Liabilities outside of the Latest Contributor Balance Sheetordinary course of business consistent with past practice; (b) neither the Company nor any of its Subsidiaries has entered into any Contract, other than with Parent or its Affiliates, in connection with any transaction involving a Business Combination; (ic) neither the Company nor any of its Subsidiaries has altered or entered into any Contract or other commitment to alter, its interest in any corporation, association, joint venture, partnership or business entity in which the Company or its Subsidiaries directly or indirectly holds any interest on the date hereof; (d) neither the Company nor any of its Subsidiaries has entered into any strategic alliance, joint development or joint marketing Contract; (e) there has not been any material amendment or other material modification (or Contract to do so) or violation of the terms of, any of the Contracts set forth or described in Sections 3.19(a)(1), 3.19(a)(2) or 3.19(a)(3) of the Company Material Adverse Effect Disclosure Schedule; (f) neither the Company nor any of its Subsidiaries has entered into any material transaction with any officer, director, stockholder, Affiliate or Associate of the Company or, as applicable, its Subsidiaries, other than pursuant to any Contract in effect on the Audited Financial Statement Date and disclosed to Parent pursuant to (and so identified in) Section 3.12(f) or Section 3.21(a) of the Company Disclosure Schedule or other than pursuant to any contract of employment listed pursuant to Section 3.19(a)(1) of the Company Disclosure Schedule; (g) neither the Company nor any of its Subsidiaries has entered into or amended any Contract pursuant to which any other Person is granted manufacturing, marketing, distribution, licensing or similar rights of any type or scope with respect to any products of the Company or its Subsidiaries or Company Intellectual Property, other than as contemplated by the Contracts and Licenses disclosed in Section 3.18(e) of the Company Disclosure Schedule; (h) no Action or Proceeding has been commenced or, to the knowledge of the Company, threatened by or against the Company or any of its Subsidiaries; (i) neither the Company nor any of its Subsidiaries has (i) declared or set aside or paid any dividends on or made any other distributions (whether in cash, stock or property) in respect of any Company Capital Stock, capital stock (however denominated) of any Company Subsidiary or Options, (ii) effected or approved any split, combination or reclassification of any Company Capital Stock, capital stock (however denominated) of any Company Subsidiary or Options, (iii) issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, capital stock (however denominated) of any Company Subsidiary or Options, or (iv) repurchased, redeemed or otherwise acquired, directly or indirectly, any shares of Company Capital Stock, capital stock (however denominated) of any Company Subsidiary or Options, except repurchases of Company Capital Stock pursuant to Contracts of the Company or any Company Subsidiary with employees, officers, directors and consultants relating to repurchases at cost upon termination of service with the Company or the applicable Company Subsidiary; (i) neither the Company nor any of its Subsidiaries has issued, granted, delivered or sold, or authorized or proposed to issue, grant, deliver or sell, or purchased or proposed to purchase, any shares of Company Capital Stock, capital stock (however denominated) of any Company Subsidiaries or Options, (ii) neither the Company nor any of its Subsidiaries has modified or amended the rights of any holder of any outstanding shares of Company Capital Stock, capital stock (however denominated) of any Company Subsidiaries or Options (including to reduce or alter the consideration to be paid to the Company upon the exercise of any outstanding Company Options, Company Warrants, Company Stock Purchase Rights or other Options), (iii) there have not been any Contracts, arrangements, plans or understandings with respect to any such modification or amendment; and (iv) the Company has not granted any Company Options with an exercise price of less than the fair market value of the Company Capital Stock for which such Company Option was exercisable on the date the Company Option was granted (as determined in good faith by the board of directors of the Company); (k) there has not been any amendment to the Company’s Amended and Restated Certificate of Incorporation or Bylaws or the organizational documents of any of the Company’s Subsidiaries; (l) there has not been any transfer (by way of a License or otherwise) to any Person of rights to any Company Intellectual Property; (m) neither the Company nor any of its Subsidiaries has made or agreed to make any disposition or sale of, waiver of rights to, License or lease of, or incurrence of any Lien on, any Assets and Properties of the Company or any Company Subsidiary, other than dispositions of inventory, or nonexclusive licenses of products to Persons to whom the Company or, as applicable, a Subsidiary of the Company had granted licenses of its products as of the Audited Financial Statement Date, in the ordinary course of business of the Company and its Subsidiaries consistent with past practice; (n) neither the Company nor any of its Subsidiaries has made or agreed to make any purchase of any Assets and Properties of any Person other than (i) acquisitions of inventory, or Licenses of products, in the ordinary course of business of the Company and its Subsidiaries consistent with past practice and (ii) other acquisitions in an amount not exceeding twenty-five thousand dollars ($25,000) in the business case of each Subject Entity any individual item or fifty thousand dollars ($50,000) in the aggregate; (o) neither the Company nor any of its Subsidiaries has made or agreed to make any capital expenditures or commitments for additions to property, plant or equipment of the Company or, as applicable, its Subsidiaries, constituting capital assets individually or in the aggregate in an amount exceeding twenty-five thousand dollars ($25,000); (p) neither the Company nor any of its Subsidiaries has made or agreed to make any write-off or write-down, any determination to write off or write-down, or revalue, any of the Assets and Properties of the SUN Retail Business Company or, as applicable, its Subsidiaries, or change any reserves or Liabilities associated therewith, individually or in the aggregate in an amount exceeding twenty-five thousand dollars ($25,000); (q) neither the Company nor any of its Subsidiaries has been conducted made or agreed to make payment, discharge or satisfaction, in an amount in excess of twenty-five thousand dollars ($25,000), in any one case, or fifty thousand dollars ($50,000) in the aggregate, of any claim, Liability or obligation (whether absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course substantially of business of Liabilities reflected or reserved against in the Company Financials and other than Liabilities incurred in the ordinary course of business since the Audited Financial Statement Date; (r) neither the Company nor any of its Subsidiaries has failed to pay or otherwise satisfy any Liabilities presently due and payable of the Company or any Subsidiary of the Company (other than immaterial delays in the ordinary course of the Company’s business consistent with past practices. Since ), except such Liabilities which are being contested in good faith by appropriate means or procedures and which, individually or in the aggregate, are immaterial in amount; (s) neither the Company nor any of its Subsidiaries has incurred any Indebtedness or guaranteed any Indebtedness in an aggregate amount exceeding twenty-five thousand dollars ($25,000) or issued or sold any debt securities of the Company or its Subsidiaries or guaranteed any debt securities of others; (t) neither the Company nor any of its Subsidiaries has granted any severance or termination pay to any director, officer employee or consultant, except payments made pursuant to written Contracts outstanding on the date hereof, copies of which have been delivered to Parent and the terms of which are disclosed in Section 3.12(t) of the Latest Contributor Balance SheetCompany Disclosure Schedule; (u) neither the Company nor any of its Subsidiaries has granted or approved any increase of greater than five percent (5%) in salary, no Subject Entity rate of commissions, rate of consulting fees or any other compensation of any current or former officer, director, stockholder, employee, independent contractor or consultant of the Company or, as applicable, its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has paid or approved the payment of any consideration of any nature whatsoever (other than salary, commissions or consulting fees and customary benefits paid to any current or former officer, director, stockholder, employee or consultant of the Company or, as applicable, its Subsidiaries) to any current or former officer, director, stockholder, employee, independent contractor or consultant of the Company or, as applicable, its Subsidiaries; (w) neither the Company nor any of its Subsidiaries has established or modified any (i) targets, goals, pools or similar provisions under any Employee Benefit Plan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement or (ii) salary ranges, increased guidelines or similar provisions in respect of any Employee Benefit Plan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement; (x) neither the Company nor any of its Subsidiaries has adopted, entered into, amended, modified or terminated (partially or completely) any Employee Benefit Plan; (y) neither the Company nor any of its Subsidiaries has paid or agreed or made any commitment to pay any discretionary or stay bonus other than fiscal year end bonuses approved by Parent; (z) neither the Company nor any of its Subsidiaries has made or changed any material election in respect of Taxes, adopted or changed any accounting method in respect of Taxes, entered into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement, settlement or compromise of any claim or assessment in respect of Taxes, or consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes with respect any Taxing Authority or otherwise; (aa) neither the Company nor any of its Subsidiaries has made any change in accounting policies, principles, methods, practices or procedures (including for bad debts, contingent Liabilities or otherwise, respecting capitalization or expense of research and development expenditures, depreciation or amortization rates or timing of recognition of income and expense); (bb) other than in the ordinary course of business, neither the Company nor any of its Subsidiaries has made any representation or proposal to, or engaged in substantive discussions with, any of the holders (or their representatives) of any Indebtedness, or to or with any party which has issued a letter of credit which benefits the Company or, as applicable, any of its Subsidiaries; (cc) neither the Company nor any of its Subsidiaries has commenced or terminated, or made any change in, any line of business; (dd) neither the Company nor any of its Subsidiaries has failed to renew any insurance policy; no insurance policy of the Company or any of its Subsidiaries has been canceled or materially amended; and the Company and each of its Subsidiaries has given all notices and presented all claims (if any) under all such policies in a timely fashion; (ee) there has been no material amendment or non-renewal of any of the Company’s Approvals, and the Company and its Subsidiaries have used commercially reasonable efforts to maintain such Approvals and have observed in all material respects all Laws and Orders applicable to the SUN Retail Assets prior to the Pre-Closing Transactions, member conduct of the Contributor Group has:Company’s or any of its Subsidiaries’ business or the Company’s or its Subsidiaries’ Assets and Properties; (aff) suffered the Company and its Subsidiaries have taken all action required to procure, maintain, renew, extend or enforce any material Company or Subsidiary Intellectual Property, including, without limitation, submission of required documents or fees during the prosecution of patent, trademark or other applications for Registered Intellectual Property rights; (gg) there has been no physical damage, destruction or loss other casualty Loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued affecting any of their respective assets, including writing off notes the real or accounts receivable other than in personal property or equipment of the ordinary course Company or any of business in amounts that are not, its Subsidiaries individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; aggregate in an amount exceeding twenty-five thousand dollars (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c25,000); (dhh) sold, leased, licensed, mortgaged, assigned or transferred neither the Company nor any of its Subsidiaries has entered into or approved any Contract, arrangement or understanding or acquiesced in respect of any arrangement or understanding, to do, engage in or cause or having the effect of any of the foregoing, including with respect to any Business Combination not otherwise restricted by the foregoing paragraphs; (ii) neither the Company nor its Subsidiaries has cancelled any debts or waived any claims or rights of substantial value; (jj) neither the Company nor its Subsidiaries sold, transferred, or otherwise disposed of any of its Assets and Properties (real, personal or mixed, tangible or intangible assetsintangible), except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement consistent with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingpast practice.

Absence of Changes. Except (a) Since the date of the Balance Sheet: (x) no Company Material Adverse Effect has occurred, and no event has occurred or circumstances has arisen that, in combination with any other events or circumstances, will or would reasonably be expected to have or result in a Company Material Adverse Effect; and (y) without limiting the generality of the foregoing, except as set forth on Schedule 4.7, since the date 3.7(a) of the Latest Contributor Balance SheetDisclosure Schedule, no Acquired Company has: (i) there has not been declared, set aside, made or paid any Company Material Adverse Effect and dividend or other distribution in respect of its capital stock, or agreed to do any of the foregoing, or purchased or redeemed or agreed to purchase or redeem, directly or indirectly, any of its capital stock; (ii) issued, sold or granted any of its capital stock of any class or any options, warrants, conversion or other rights to purchase any such capital stock or any securities convertible into or exchangeable for such capital stock, in each case, other than in accordance with the business terms of each Subject Entity the Company Equity Plan; (iii) except as would not reasonably be expected to result in a material Liability to the Acquired Companies, established, adopted, materially amended, materially modified, or terminated any Company Employee Plan, agreement trust, fund, arrangement for the benefit of employees or any collective bargaining agreement or similar labor agreement (other than as may have been required by the terms of the Company Employee Plan or collective bargaining agreement, renewals of health and the SUN Retail Business has been conducted welfare plans or insurance policies in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheetbusiness, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered as may have been required by insurance) from fire or other casualty to its tangible propertyapplicable Legal Requirements); (biv) revalued terminated the employment of any of their respective assetsemployee, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeconsistent with past practice; (cv) made entered into a waiver of any repurchase rights with respect to its capital expenditures stock, accelerated, amended or, if applicable, changed the period of exercisability of, any Options or commitments therefor involving amounts that exceed $3,000,000 RSUs or any other equity or similar incentive awards (including any long term incentive awards), or repriced any Options granted under any employee, consultant, director or other equity plans or authorized any cash payments in exchange for any Options or RSUs granted under any of such plans; (vi) permitted the aggregateearly exercise or settlement of any Option or RSU or waived any of its rights under, except for capital expenditures or permitted the acceleration of vesting under (A) any provision of any Company Equity Plan (B) any provision of any Contract evidencing any outstanding Option, RSU or warrant or (C) any other Contract or arrangement relating to compensation, benefits or the provision of services to or for the benefit of any Acquired Company; (vii) entered into any loan or advanced any money or other property with any of its Employees, officers, directors or consultants; (viii) incurred in any Indebtedness, other than under the Existing Credit Agreements, either involving more than $250,000 or outside the ordinary course of business or (B) relating to the completion of those projects and in progress set forth on Schedule 4.7(c)a manner that is inconsistent with past custom and practice; (dix) sold, leased, licensed, mortgaged, assigned pledged or transferred subjected to any Lien, any of its material properties or assets, tangible or intangible assetsintangible, except in each case other than any such mortgage or pledge described in clauses (a) through (i) of the definition of “Liens”; (x) forgiven or canceled any debts or claims, or waived any rights, other than immaterial rights or claims in the ordinary course of business; (exi) suffered any extraordinary losses incurred a capital expenditure or canceled, waived, compromised made a commitment by such Acquired Company exceeding $250,000 individually or released any rights or claims involving amounts that exceed $3,000,000 500,000 in the aggregate, in each case, other than in the ordinary course of business; (fxii) changed accounting methods or practices (including any change in depreciation or amortization policies or rates) in any material respect, other than as required by applicable Legal Requirements or GAAP; (xiii) (A) made, changed or rescinded any material election relating to Taxes, (B) settled or compromised any claim, controversy or Action relating to Taxes, (C) except as required by applicable Legal Requirements, made any investment in change to (or loan made a request to any PersonTaxing Authority to change) any of its material methods, policies or practices of Tax accounting or methods of reporting income or deductions for Tax purposes, (D) amended, refiled or otherwise revised any previously filed material Tax Return, or foregone the right to any material amount of refund or rebate of a previously paid Tax, (E) entered into or terminated any agreements with a Taxing Authority, (F) prepared any Tax Return in a manner inconsistent with past practices, (G) consented to an extension or waiver of the statutory limitation period applicable to a claim or assessment in respect of material Taxes, (H) entered into a Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement (excluding, in each case, (i) any agreement entered into in the ordinary course of business and not primarily related to Taxes and (ii) any agreement to which only members of the Acquired Companies are party), (I) granted any power of attorney relating to Tax matters or (J) requested a ruling with respect to Taxes; (xiv) revalued any of its assets (whether tangible or intangible), including writing down the value of inventory or writing off, discounting or otherwise compromising any notes or accounts receivable in an amount in excess of $200,000; (xv) amended or permitted the adoption of any amendment to any of such Acquired Company’s Charter Documents, or effected or became party to any acquisition transaction (other than any transaction contemplated in this Agreement), recapitalization, reclassification of shares, share split, reverse share split or similar transaction; (xvi) formed any Subsidiary or acquired any business equity interest or Personother interest in any other Entity; (xvii) commenced or settled any lawsuit or became aware of the commencement, settlement, notice or written threat of any (A) lawsuit or proceeding or other Action or (B) other investigation by merger a Governmental Authority, in each case, against any Acquired Company; (xviii) received written notice of any claim or consolidationpotential claim for the violation of any Legal Requirements; (xix) performed any acts with respect to Patent applications or taken any actions involving the United States Patent and Trademark Office (the “PTO”) or other similar Governmental Authority in another jurisdiction, other than filing timely responses to office actions in the ordinary course of prosecution; (xx) engaged in any purchase or sale of substantial assets any interest in real property, grant of any Lien on any real property, agreement to lease, sublease, license or equity interestsotherwise occupy any real property, or by any other manneralteration, in a single transaction amendment, modification, violation or a series termination of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding terms of any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPReal Property Lease; or (kxxi) authorizedentered into any agreement, agreedcommitment or obligation, resolved orally or committed in writing, to do any of the foregoing. (b) Since the date of the Balance Sheet, each Acquired Company has: (i) used reasonable efforts to (A) preserve intact its current business organization, (B) keep available the services of its current officers, employees and independent contractors, (C) preserve its relationships with customers, suppliers, landlords, creditors and others having business dealings with it and (D) maintain its assets in their current condition, except for ordinary wear and tear; (ii) paid all Indebtedness and other accounts payable as they became due; and (iii) prepared and filed or caused to be prepared and filed any income and other material Tax Returns that were required to be filed and paid all income and other material Taxes due with respect to such Tax Returns within the time and in the manner required by applicable Legal Requirements.

Absence of Changes. Except as otherwise set forth on Schedule 4.73.11, since the date of the Latest Contributor Balance SheetDecember 31, (i) 2004, there has not been (i) any material adverse change in the financial condition, results of operations, assets, liabilities, business or prospects of the Company Material Adverse Effect and or its Subsidiaries; (ii) any material liability or obligation of any nature whatsoever (contingent or otherwise) incurred by the business of each Subject Entity and the SUN Retail Business has been conducted Company or its Subsidiaries, other than (a) liabilities incurred in the ordinary course substantially consistent with past practices. Since of business and (b) obligations under contracts and commitments incurred in the date ordinary course of business and not required under GAAP to be reflected in the Latest Contributor Balance SheetFinancial Statements, no Subject Entity orwhich, with respect to in the SUN Retail Assets prior to the Pre-Closing Transactions, member case of the Contributor Group has: both clauses (a) suffered and (b), individually or in the aggregate, are not material to the financial condition or operating results of the Company or its Subsidiaries; (iii) any material asset or property of the Company or its Subsidiaries made subject to a Lien of any kind; (iv) any waiver of any material valuable right of the Company or its Subsidiaries, or any cancellation of any material debt or claim held by the Company or its Subsidiaries; (v) any sale, assignment or transfer of any tangible or intangible material asset of the Company or its Subsidiaries, except for sales, assignments or transfers in the ordinary course of business; (vi) any loan by the Company or its Subsidiaries to any officer, director, employee, consultant or shareholder of the Company or its Subsidiaries, or any agreement or commitment therefor other than routine travel or relocation advances, or loans made in the ordinary course of business; (vii) any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective affecting the assets, including writing off notes property, business or accounts receivable other than prospects of the Company or its Subsidiaries; (viii) any change in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principlesmethods, practices or methods except as required policies followed by the Company or permitted by Law its Subsidiaries, including any change in depreciation or GAAPamortization policies or rates; or or (kix) authorized, agreed, resolved or committed to any of the foregoingoff-balance sheet transactions.

Absence of Changes. Except as and to the extent set forth out on ------------------ Schedule 4.7, or as expressly provided for in this Agreement, since the date December 31, ------------ 1997, none of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) Corporation nor the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasSubsidiaries have directly or indirectly: (a) suffered made any amendment to its charter documents or bylaws or changed the character of its business in any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible propertymanner; (b) revalued suffered any Material Adverse Effect; (c) entered into or amended, canceled or terminated any agreement, license, commitment or transaction, except in the ordinary course of their respective assetsbusiness or except in connection with the transactions contemplated by this Agreement; (d) agreed, including whether in writing off notes or accounts receivable otherwise, to take any action the performance of which would change the representations contained in this Article IV in the future so that any such representation would not be true in all material respects as of the date of this Agreement; (e) made any declaration, setting aside, or payment of any dividend or other distribution in respect of its capital stock, or any direct or indirect redemption, recapitalization, purchase or other acquisition by it of such stock; (f) effected any increase in the compensation paid or payable by Corporation or any Subsidiary, other than in the ordinary course of business in amounts that are notand consistent with past practices, individually to any of their respective directors, officers or in the aggregateemployees, material or entered into any employment, consulting or severance agreement, or any other agreement (or termination of, or amendment to the business of such Subject Entity or such member of the Contributor Groupany agreement), taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred other than in the ordinary course of business and consistent with past practices, with any present or (B) relating to the completion former director, officer or other employee of those projects in progress set forth on Schedule 4.7(c)Corporation or any of its Subsidiaries; (dg) soldeffected any issuance, leasedtransfer, licensed, mortgaged, assigned sale or transferred pledge by Corporation or any Subsidiary of its tangible capital stock or intangible assetsany other equity interest or of any commitments, options, warrants, rights or privileges under which Corporation or the Subsidiary is or may become obligated to issue any shares of its capital stock or any other equity interest; (h) incurred any liability, indebtedness, commitment or obligation (excluding intercompany transactions solely between the Corporation and the Subsidiaries), except such as may have been incurred or entered into in the ordinary course of businessbusiness and consistent with past practices; (ei) suffered made or agreed to make any extraordinary losses loan, capital contribution, or canceledadvance (excluding intercompany transactions solely between the Corporation and the Subsidiaries), waived, compromised or released become liable or agreed to become liable as a guarantor with respect to any rights or claims involving amounts that exceed $3,000,000 obligation of a third party except for advances to employees for reimbursable business expenses entered into in the aggregateordinary course of business and consistent with past practices; (fj) made adopted, amended or entered into any investment bonus, profit sharing, stock option, pension, retirement, severance, deferred compensation or other employee benefit plan or agreement (including, without limitation, the grant of stock options, stock appreciation rights, performance awards or restricted stock awards); (k) entered into or committed to enter into any transaction between Corporation or the Subsidiaries, on the one hand, and any Related Party, on the other hand, other than purchases of supplies by Corporation from Century Air Conditioning Supply, Inc. as set out on Schedule 4.7; ------------ (l) effected any material change in the accounting methods, practices or loan to policies followed by Corporation (other than as required by GAAP), any Personmaterial increase in reserves or any material revaluation of any of their assets from those in effect during the past three fiscal years; (m) effected any acquisition (whether by merger, or acquired any business or Person, by merger or consolidation, purchase acquisition of stock or sale of substantial assets or equity interestsotherwise) of any corporation, partnership or by other business organization or division thereof; (o) effected any other manner, change in a single transaction or a series of related transactionsany election for Tax purposes, or entered into any Contract, letter of intent agreement (or similar arrangement with respect amendment to the foregoing; (gany agreement) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan make or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalizationnot make any election for Tax purposes, or other material reorganization; (jii) changed its accounting principlesclaim or not claim any particular item of income, practices gain, loss, deductions or methods except as required or permitted by Law or GAAPcredit for tax purposes; or (kp) authorized, agreed, resolved made any agreement or committed commitment to do any of the foregoing.

Absence of Changes. Except as set forth on Schedule 4.73.1.8 and the other Schedules hereto, since the date of the Latest Contributor Balance SheetDecember 31, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has2017: (a) suffered any material damageThere has been no change in the Business, destruction assets, liabilities, results of operation or loss (whether financial condition of the Company and its Subsidiaries, or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued in any of their respective assetsits relationships with suppliers, including writing off notes customers, employees, lessors or accounts receivable other than in the ordinary course of business in amounts that are notothers, which individually or in the aggregateaggregate has had or is likely to have a Material Adverse Effect on the Businesses, material to the business of such Subject Entity assets or such member properties of the Contributor Group, Company and its Subsidiaries taken as a whole; (b) Except for the Transactions provided for in this Agreement, the Business of the Company and its Subsidiaries has been operated in all material respects in the ordinary course; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 The books, accounts and records of the Company and its Subsidiaries have been maintained in all material respects in the aggregateusual, regular and ordinary manner on a basis consistent with prior years; (d) There has been no declaration, setting aside or payment of any dividend or other distribution on or in respect of the Company’s Common Shares nor has there been any loan, advance or any direct or indirect redemption, retirement, purchase or other acquisition by Seller of the Company’s Common Shares. (e) Except for changes disclosed to Purchaser on Schedule 3.1.8, there has been (i) no increase in the compensation or in the rate of compensation or commissions payable or to become payable by the Company or its Subsidiaries to (x) any director, or (y) any officer, salaried employee, salesman, distributor or agent; (ii) no increase in the compensation or in the rate of compensation payable or to become payable to hourly employees and salaried employees of the Company or its Subsidiaries; (iii) no increase in any payment of or payment or commitment to pay any bonus, profit sharing or other extraordinary compensation to any employee; and (iv) no increase in the rate of commissions paid or payable to any employee of the Company or its Subsidiaries; (f) Except as disclosed to Purchaser on Schedule 3.1.8, there has been no issuance or sale by the Company or its Subsidiaries of its authorized capital stock, options or warrants for such capital stock, bonds, notes or other securities of the Company or its Subsidiaries or any modification or amendment of the rights of the holders of any outstanding capital stock, bonds, notes or other securities thereof; (g) There has been no mortgage, lien or other encumbrance (other than as is created through the operation of law in the ordinary course of business) or security interest (other than liens for current taxes not yet due) created on or in (including without limitation, any deposit for security consisting of) any asset or assets of the Company or its Subsidiaries or assumed by the Company or its Subsidiaries with respect to any asset or assets; (h) There has been no material indebtedness or other material liability or obligation (whether absolute, accrued, contingent or otherwise) incurred by the Company or its Subsidiaries, including, without limitation, any draws or advances under any lines of credit, which would be required to be reflected on a balance sheet of the Company, prepared in accordance with GAAP, except for capital expenditures (A) such as have been incurred in the ordinary course of business or (B) relating to of the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of Company and its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material ContractSubsidiaries; (i) adopted a plan There has been no creation of, amendment to or agreement of complete contributions made to any bonus, incentive compensation, deferred compensation, profit sharing, retirement, pension plan, group insurance or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalizationother benefit plan, or other material reorganization; (j) changed its accounting principlesany union, practices employment or methods except as required consulting agreement or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingarrangement.

Absence of Changes. (a) Except as expressly permitted by this Agreement or as set forth on in Schedule 4.75.4 of the Disclosure Schedules and except as disclosed in the Financial Statements, since the date of the Latest Contributor Balance SheetDecember 31, 2011, there has been no: QB\136339.00047\18274478.12 (i) there has not been any material adverse change in the business, property or condition (financial or otherwise) or results of operations of the Company Material Adverse Effect and or Subsidiaries, either individually or taken as a whole, from that shown in the Financial Statements; (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire which singly or other casualty to its tangible propertyin the aggregate adversely affects the Company’s or Subsidiaries’ assets or the business or financial condition, except where such damage, destruction or loss would have an adverse effect on the Company individually or in the aggregate less than $100,000; (biii) revalued commitment to increase or effected increase in either the rate of compensation payable by the Company or its Subsidiaries to any of their respective assetsofficers or employees over the amount paid for the fiscal year ended December 31, including writing off notes or accounts receivable 2011, other than in the ordinary course Ordinary Course of business Business and other than payments to be made in amounts compliance with the written terms of the Company's existing written incentive compensation arrangements, that are not, individually or in the aggregate, material were provided to Parent prior to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeClosing; (civ) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregateactual or, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion Knowledge of those projects in progress set forth on Schedule 4.7(c)the Company, threatened labor trouble or strike affecting the Company or Subsidiaries; (dv) soldcancellation or other termination of a relationship with the Company or Subsidiaries, leasedor written notice to the Company or Subsidiaries of a future cancellation or other termination of a relationship with the Company or Subsidiaries, licensedby any single supplier or customer of the Company or Subsidiaries who accounted for more than 5% of the Company’s or Subsidiaries’ purchases or sales, mortgageddetermined by reference to the fiscal year ended December 31, assigned 2011; (vi) commitment for, declaration, setting aside, or transferred payment of any dividend or other distribution in respect of any of the Company’s or Subsidiaries’ capital stock; (vii) transaction or transactions by the Company or its tangible Subsidiaries outside the Ordinary Course of Business; (viii) any loan or intangible assetsadvance made to any officer, director, consultant, agent, employee or shareholder of the Company or any Subsidiary or any affiliate of the Company, a Subsidiary, or an officer or director thereof or any other loan or advance made, other than advances made to employees in the Ordinary Course of Business; (ix) any payment of, or commitment to pay, any severance or termination pay to any officer, director, consultant, agent, or employee, except as set forth in any employment agreements for Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, and/or Xxxxxx Xxxxxxxxxxx; (x) any change in accounting methods or practices, any change in depreciation or amortization policies or rates, or any change in policies with respect to pricing inventory, capitalization costs or recognizing revenue; QB\136339.00047\18274478.12 (xi) any purchase, sale, or other disposition of assets or properties in anticipation of this Agreement, or any purchase, lease, sale, abandonment or other disposition of assets (other than inventory) involving more than $100,000 in each instance, except in the ordinary course Ordinary Course of businessBusiness; (exii) suffered any extraordinary losses acquisition of all or canceled, waived, compromised any substantial part of the stock or released the business or operating assets of any rights or claims involving amounts that exceed $3,000,000 in the aggregateother Person; (fxiii) made any investment actual material adverse change in or loan to any Personthe Company’s revenues, earnings, operations, condition of assets, prospects, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingrelationships; (gxiv) issuedany waiver or release of any rights, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares except for rights of its capital stock, membership interests, or other equity interestsvalue less than $25,000 in each instance; (hxv) materially modified, changed any cancellation or terminated compromise of any debts owed to the Company Material Contractor any Subsidiary or known claims against others exceeding $25,000 in each instance; (ixvi) adopted a plan any sale, transfer, grant or agreement expiration of complete or partial liquidationany material rights under any material leases, dissolutionlicenses, merger, consolidation, restructuring, recapitalizationagreements, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPagreements for Intellectual Property Rights; or (kxvii) authorizedany marketing or sales program instituted that differs materially from programs since December 31, agreed, resolved or committed to any 2011 and had the effect of the foregoingmaterially accelerating sales and other revenues.

Absence of Changes. Except as set forth on Schedule 4.7disclosed in this Agreement or Schedules and Exhibits thereto, since the date of the Latest Contributor Balance SheetSeller's 1996 financial statements, (i) and except for actions undertaken after written notice to Buyer, there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasany: (a) suffered any material damage, destruction adverse change with respect to the Assets or loss (whether or not covered by insurance) from fire or other casualty to its tangible propertyBusiness; (b) revalued material change in accounting methods, principles or practices by Seller affecting the Assets, its liabilities or the Business; (c) sale or other disposition, except in the ordinary course of the Business, of any of their respective assetsthe Assets, including writing off notes or accounts receivable replacement of a material Encumbrance on the Assets; (d) increase, other than in the ordinary course of business the Business and consistent with past practice, in amounts the rate of compensation payable to or to become payable to any director, officer or other employee of Seller or any consultant, representative or agent of Seller, including without limitation the making of any loan to, or the payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any such person, or the addition to, modification of, or contribution to any Employee Benefit Plan arrangement or practice other than (i) contributions to Employee Benefit Plans made for 1996 in accordance with the normal practices of Seller, (ii) the extension of coverage to participants in Employee Benefit Plans who became eligible after the date of the 1996 financial statements, (iii) reductions in health care benefits; or (e) existence of any other event or condition that are not, individually in any one case or in the aggregateaggregate has or might reasonably be expected to have a material adverse effect on the Assets or the business. Except as otherwise provided in this Agreement or the exhibits or Schedules thereto, material to since the date of the 1996 financial statements, Seller has operated the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of consistent with Seller's past practice so as to preserve the business or (B) relating and its goodwill intact, and to keep available to the completion Business the services of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assetsSeller's employees, except for changes in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoing.

Absence of Changes. (a) Except as set forth on Schedule 4.73.8 or as otherwise expressly contemplated by this Agreement, since the date of the Latest Contributor Most Recent Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and Companies have conducted the SUN Retail Business has been conducted in the ordinary course substantially of business consistent with past practices. Since practice, and there have been no changes in the Business, assets or liabilities of the Companies that could be reasonably expected to result in a Company Material Adverse Effect. (b) Except as set forth on Schedule 3.8, from the date of the Latest Contributor Most Recent Balance Sheet, no Subject Entity or, with respect Sheet to the SUN Retail Assets prior to Closing, the Pre-Closing Transactions, member of the Contributor Group hasCompanies have: (ai) suffered any maintained their properties, machinery and equipment in sufficient operating condition and repair (ordinary wear and tear excepted) to enable them to conduct the Business in all material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible propertyrespects in the manner in which the Business is currently conducted; (bii) revalued continued all existing insurance policies (or comparable insurance) in full force and effect; (iii) not increased the rate or terms of compensation payable or to become payable by the Companies to any of their respective assetsdirectors, including writing off notes officers, members, managers, key employees or accounts receivable consultants and not increased the rate or terms of any bonus, pension or other than employee benefit plan covering any of their respective directors, officers, members, managers, key employees or consultants, except, in each case, increases occurring in the ordinary course of business in amounts that are not, individually accordance with their respective customary practices (including normal periodic performance reviews and related compensation and benefit increases) or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholerequired by any pre-existing Material Contract; (civ) made not knowingly taken any capital expenditures actions or commitments therefor involving amounts that exceed $3,000,000 failed to take actions which would reasonably be expected to result in a material adverse change in the aggregateCompanies’ relationships with their suppliers, customers, licensors and licensees and others having business dealings with the Companies; (v) not adopted or amended in any material respect, any Company Benefit Plan, except for capital expenditures as required by Law; (Avi) incurred in not permitted, allowed, or suffered any of its assets to become subjected to any Lien or other restriction of any nature other than Permitted Liens; (vii) not waived any material claims or rights outside of the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)business; (dviii) not sold, exchanged, leased, licensedtransferred or otherwise disposed of any assets of the Companies, mortgaged, assigned or transferred any other than the sale of its tangible or intangible assets, except inventory in the ordinary course of business; (eix) suffered not acquired any extraordinary losses assets, business or canceledsecurities, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 other than the acquisition of assets in the aggregateordinary course of business of the Companies consistent with past practices; (fx) not changed their accounting principles or policies except as required by GAAP; (xi) incurred and paid the accounts payable and collected the accounts receivable of the Companies consistent with current and past operating practices and in the ordinary course of business; (xii) not changed any method of Tax accounting, made or changed any investment in or loan to Tax election, filed any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any Tax Return other manner, than in a single transaction manner consistent with past practice, filed any material amended Tax Return or a series of related transactionsmaterial claim for Tax refund, filed any ruling request or entered into any Contract, letter of intent closing agreement or similar arrangement agreement with respect to Taxes, or settled any audit, examination or other claim for Taxes, in each case that could reasonably be expected to have an effect on the foregoing;Companies for Post-Closing Tax Periods; and (gxiii) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, not agreed, resolved whether in writing or committed otherwise, to do any of the foregoingactions referred to in clauses (iii) through (xii) above.

Absence of Changes. Except Since December 31, 1997, the businesses of the Companies have been operated in the ordinary course, consistent with past practices and, except as set forth on Schedule 4.73.20 hereto, since the date of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business incurred, nor has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasthere occurred: (a) suffered any material Any damage, destruction or loss (whether or not covered by insurance) from fire ), adversely affecting the business or other casualty to its tangible propertyassets of any of the Companies in excess of $50,000; (b) revalued Any strikes, work stoppages or other labor disputes involving the employees of any of their respective assetsthe Companies; (c) Any sale, including writing off notes transfer, pledge or accounts receivable other than disposition of any of the Assets of any of the Companies having an aggregate book value of $50,000 or more (except sales of vehicles and parts inventory in the ordinary course of business); (d) Any declaration or payment of any dividend or other distribution in respect of its capital stock or any redemption, repurchase or other acquisition of its capital stock; (e) Any amendment, termination, waiver or cancellation of any Material Agreement (as defined in Section 3.29 hereof) or any termination, amendment, waiver or cancellation of any material right or claim of any of the Companies under any Material Agreement (except in each case in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(cand consistent with past practice); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; ; (f) made Any (1) general uniform increase in the compensation of the employees of any investment in or loan of the Companies (including, without limitation, any increase pursuant to any Personbonus, pension, profit-sharing, deferred compensation or other plan or commitment), (2) increase in any such compensation payable to any individual officer, director, consultant or agent thereof, or acquired (3) loan or commitment therefor made by any of the Companies to any officer, director, stockholder, employee, consultant or agent of any of the Companies; (g) Any change in the accounting methods, procedures or practices followed by any of the Companies or any change in depreciation or amortization policies or rates theretofore adopted by any of the Companies; (h) Any material change in policies, operations or practices of any of the Companies with respect to business operations followed by any of the Companies, including, without limitation, with respect to selling methods, returns, discounts or Person, by merger or consolidation, purchase or sale other terms of substantial assets or equity interestssale, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issuedpolicies, sold operations or otherwise permitted to become outstanding practices of any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed of the Companies concerning the employees of any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; the Companies; (i) adopted a plan Any capital appropriation or agreement expenditure or commitment therefor on behalf of complete any of the Companies in excess of $50,000 individually or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; $100,000 in the aggregate; (j) changed its accounting principles, practices Any write-down or methods except as required write-up of the value of any inventory or permitted by Law equipment of any of the Companies or GAAPany increase in inventory levels in excess of historical levels for comparable periods; or (k) authorized, agreed, resolved Any account receivable in excess of $50,000 or committed note receivable in excess of $50,000 owing to any of the foregoingCompanies which (1) has been written off as uncollectible, in whole or in part, (2) has had asserted against it any claim, refusal or right of setoff, or (3) the account or note debtor has refused to, or threatened not to, pay for any reason, or such account or note debtor has become insolvent or bankrupt; (l) Any other change in the condition (financial or otherwise), business operations, assets, earnings, business or prospects of any of the Companies which, in the judgment of the Seller, has, or could reasonably be expected to have, a material adverse effect on the assets, business or operations of any of the Companies; or (m) Any agreement, whether in writing or otherwise, for any of the Companies to take any of the actions enumerated in this Section 3.20.

Absence of Changes. Except as set forth on Schedule 4.7disclosed in Section 3.16 of the Disclosure Schedule, since the date of the Latest Contributor Recent Balance Sheet, : (ia) the Company has conducted its business only in the Ordinary Course of Business; (b) there has not been any Company Material Adverse Effect and material change in the assets, liabilities, financial condition or operating results of the Company; (iic) the business of each Subject Entity and the SUN Retail Business there has been conducted no labor disturbance or claim of unfair labor practices involving the Company, (d) there has been no resignation, termination or removal of any officer of the Company or loss of key personnel of the Company or change in the ordinary course substantially consistent with past practices. Since the date terms and conditions of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member employment of the Contributor Group has: officers or key personnel of the Company; (ae) suffered there has been no increase in the compensation paid or payable or employee benefits provided to any material damage, destruction key personnel or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any independent contractor of their respective assets, including writing off notes or accounts receivable the Company other than in the ordinary course Ordinary Course of business Business or as required by Law or the terms of an Employee Plan in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member effect as of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; date hereof; (f) made there has been no adoption, amendment or material modification of any investment in Employee Plan, except as required by Law or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale the terms of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; such Employee Plan; (g) issuedthere has been no loss of any material customers, sold partners or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares suppliers of its capital stock, membership interests, or other equity interests; the Company; and (h) materially modified, changed or terminated any Company Material Contract; there has been no (i) adopted a plan new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; (ii) change in any annual Tax accounting period, adoption or change in any method of any Tax accounting; filing of any Tax Return; (iii) entrance into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed closing agreement relating to any Tax; or (iv) surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the foregoingstatute of limitations period applicable to any Tax claim or assessment.

Absence of Changes. Except Since October 1, 2000, except as set forth on Schedule 4.74.16, since Seller has operated the date of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity Business and the SUN Retail Business has been conducted Purchased Assets in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, and has not with respect to the SUN Retail Assets prior to Business or the Pre-Closing Transactions, member of the Contributor Group hasPurchased Assets: (a) entered into any transaction except in the ordinary course of business consistent with past practice, provided, that no such transaction entered into by Seller in the ordinary course of business (with the exception of purchases of raw materials and payments thereon, sales of goods and invoicing and receipts thereon), exceeds $100,000; (b) purchased, sold or transferred, or entered into any agreement for the purchase, sale or transfer of, any assets that are material to the Business, except in the ordinary course of business consistent with past practice, provided, that no such purchase, sale or transfer (with the exception of purchases of raw materials and payments thereon, sales of goods and invoicing and receipts thereon, and borrowings and payments by Seller under its bank credit facilities in existence on October 1, 2000) exceeds $100,000, individually; (c) granted or agreed to grant any increase in the salary or compensation of any Business Employee or agent of Seller, or made or entered into any bonus payment, loan or similar arrangement with any Business Employees or agents of Seller, other than the Divisional Change in Control Agreements and annual or other periodic compensation increases in the ordinary course of business consistent with past practice and other than reasonable and customary travel advances; (d) except for the Divisional Change in Control Agreements, (i) established or modified (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan or any employment-related contract, agreement or other compensation arrangement with or for employees or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan or any employment-related contract, agreement or other compensation arrangement or other compensation arrangement with or for employees; or (ii) adopted, entered into or become bound by any Benefit Plan, employment-related contract or agreement or collective bargaining agreement, or amendment, modification or termination (partial or complete) of any Benefit Plan, employment-related contract or agreement or collective bargaining agreement, except to the extent required by applicable Law and other annual updates and modifications that became effective on January 1, 2000, in the ordinary course of business consistent with past practices relating to January 1 updates and modifications; (e) made any change in the accounting methods or practices, depreciation or amortization policies or rates, method of calculating any bad debt, contingency or other reserve, or any other accounting, financial reporting, or tax practice or policy adopted by Seller; (f) materially changed any of its business policies, including, without limitation, advertising, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies; (g) suffered or incurred any material damage, destruction or loss (whether or not covered by insurance) from fire ), with respect to the Purchased Assets or other casualty to its tangible propertyotherwise, in an amount exceeding $100,000, individually or in the aggregate; (bh) revalued entered into, amended, modified, terminated (partially or completely) or granted a waiver under or given any consent with respect to (i) any order, lease, contract, commitment, agreement, arrangement or instrument which is required (or had it been in effect on the date hereof would have been required) to be disclosed in Schedule 4.8 pursuant to Section 4.8 or (ii) any Permit disclosed in Schedule 4.6; (i) made capital expenditures or commitments for additions to property, plant or equipment used or held for use by Seller constituting capital assets in excess of the capital expenditures set forth in Seller's current capital expenditures plan in an aggregate amount exceeding $100,000, individually or in the aggregate; (j) except for the Divisional Change in Control Agreements, entered into any transaction with any officer, director or other affiliate of Seller or any affiliate of any such officer, director or affiliate (i) outside the ordinary course of business consistent with past practice or (ii) other than on an arm's-length basis; (k) entered into a contract, agreement or arrangement to do or engage in any of their respective assets, including writing off notes or accounts receivable the foregoing; or (l) operated the Business other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement consistent with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingpast practice.

Absence of Changes. Except as set forth on in Schedule 4.73.11, or as expressly contemplated by this Agreement, since December 31, 2017, the date Business of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business Acquired Companies has been conducted in the ordinary course substantially consistent with past practices. Since the date Ordinary Course of the Latest Contributor Balance SheetBusiness, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered and there has not occurred any material damage, destruction Material Adverse Effect or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are notevents which, individually or in the aggregate, material would reasonably be expected to result in a Material Adverse Effect. Without limiting the business of such Subject Entity or such member generality of the Contributor Groupforegoing, taken except as a wholeset forth on Schedule 3.11, since December 31, 2017 no Acquired Company has: (a) incurred any material obligations or liabilities or entered into any material transaction, Contract or commitment other than in the Ordinary Course of Business and in no event with an aggregate value in excess of $100,000; (b) forgiven, canceled, compromised, waived or released any indebtedness owed to any Acquired Company or any material right or claim, in each case outside the Ordinary Course of Business, or made any loans, advances or capital contributions to or investments in any Person relating to or affecting any Acquired Company; (c) made mortgaged, pledged, or subjected any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating its assets to the completion of those projects in progress set forth on Schedule 4.7(c)any Lien other than Permitted Liens; (d) sold, leased, licensed, mortgaged, assigned or transferred disposed of any of its tangible or intangible assets, except asset other than in the ordinary course Ordinary Course of businessBusiness or entered into any agreement or other arrangement for any such disposition; (e) suffered transferred any extraordinary losses assets of the Business (or canceledrights therein) owned by such Person to any other Person, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregateincluding an Affiliate of such Acquired Company; (f) made declared or paid any investment in dividend or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement distribution with respect to the foregoingits capital stock; (gi) issued, sold granted any material increase in salary or bonus or otherwise permitted materially increased the compensation or benefits payable or provided to become outstanding any capital stockof its directors, membership interests officers or other equity interestsemployees, or split, combined, reclassified, repurchased made or redeemed granted any shares of its capital stock, membership interestsmaterial increase in benefits available under any Employee Benefit Plan, or (ii) amended or terminated any existing Employee Benefit Plan, or adopted any new Employee Benefit Plan, other equity intereststhan in the Ordinary Course of Business or as required by Applicable Law or an existing Contract; (h) materially modifiedmade or changed any written election in respect of Taxes, adopted or changed any accounting method in respect of Taxes, entered into any closing agreement, settled any claim or terminated assessment in respect of Taxes, or consented to any Company Material Contractextension or waiver of any statute of limitation applicable to any claim or assessment in respect of Taxes; (i) adopted a plan instituted any material change in its Accounting Principles or agreement actuarial practices and methodologies used in the preparation of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganizationthe Statutory Financial Statements; (j) amended its Governing Documents; (k) made any material change to its underwriting guidelines; (l) materially changed its accounting principlesbilling, payment or credit practices with respect to agents or methods except as required the Producers of the Business; (m) entered into any merger, consolidation, recapitalization or permitted by Law other business combination or GAAPreorganization; (n) settled or compromised any Litigation, other than Litigation settled or compromised in the Ordinary Course of Business for which the sole remedy is monetary damages in an amount less than $100,000 in the aggregate; (o) issued or sold any capital stock or other equity interests or split, combined or subdivided its capital stock or other equity interests of any Acquired Company; or (kp) authorized, agreed, resolved committed or committed agreed to any of the foregoing.

Absence of Changes. Except as set forth on Schedule 4.7for any COVID-19 Response, since the Balance Sheet Date through the date of the Latest Contributor Balance Sheethereof, (ia) the Company and its Subsidiaries have operated their respective businesses in the Ordinary Course of Business in all material respects, (b) there has not been any change, effect, condition, circumstance or development relating to the Company and its Subsidiaries that has resulted in, or would reasonably be expected to result in, a Company Material Adverse Effect Effect, and (c) neither the Company nor any of its Subsidiaries has: (i) made any material change in or amendment to any of the Company Organizational Documents; (ii) made, declared, set aside, or paid any dividend or distribution to any equityholder other than dividends or distributions between or among the Company and any of its wholly-owned Subsidiaries; (iii) incurred, guaranteed or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; (iv) acquired by merger or consolidation with, or merged or consolidated with, or purchased substantially all of the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof or Person; (v) made any change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (vi) other than in the Ordinary Course of Business consistent with past practice, (i) granted or acquired, agreed to grant to or acquired from any Person, disposed of, or permitted to lapse any rights to any Company Owned Intellectual Property and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect not disclosed or agreed to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan disclose to any Person, other than Acquiror (or acquired representatives designated by Acquiror), any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, trade secret or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPproprietary information; or (kvii) authorized, agreed, resolved or committed to made any change in the auditors of the foregoingCompany, other than, in each case, any action taken in connection with any document or agreement entered into pursuant to the terms of this Agreement.

Absence of Changes. Except Since the date of its Base Balance Sheet, and except as set forth on Schedule 4.7in Section 2.22 of its Disclosure Letter, since or otherwise contemplated or permitted by this Agreement and the date of the Latest Contributor Balance SheetAncillary Agreements, (ia) each member of its Group has conducted its business in the Ordinary Course, (b) there has not been any Company Material Adverse Effect and (ii) the business event, change, circumstance, occurrence, effect or state of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect facts that would reasonably be expected to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are nothave, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Groupa Material Adverse Effect, taken as a whole; and (c) no member of its Group has (i) declared, set aside or paid any dividend or distribution on or in respect of any of its equity interests; (ii) made any capital expenditures payment or commitments therefor involving amounts that exceed $3,000,000 in the aggregatetransfer of consideration of any kind to any of its Affiliates (other than any member of its Group) or any relative of any such Affiliates, except for capital expenditures other than (A) incurred salary, ordinary expense reimbursement or other compensation or benefits paid or provided to employees, officers, directors, consultants or independent contractors in the ordinary course Ordinary Course or pursuant to a Benefit Plan in effect as of business the date hereof, or (B) relating payments which (x) did not exceed, in the case of the Company, $100,000 annually, or in the case of the Intermediate Parent, $500,000 annually, to a Portfolio Company (y) were in the completion Ordinary Course, and (z) were on arm’s-length terms; (iii) terminated or canceled or waived any material right under any of those projects in progress set forth on Schedule 4.7(c); its Material Contracts; (div) acquired (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit; (v) sold, leased, licensed, mortgaged, assigned transferred or transferred any otherwise disposed of a material amount of its tangible properties or intangible assets, except other than in the ordinary course Ordinary Course; (vi) adopted any material change in its policies with regard to the extension of business; discounts or credit to customers or collection of receivables from customers; (evii) suffered implemented or adopted any extraordinary losses material change in its methods of accounting, except as may be appropriate to conform to changes in statutory or canceled, waived, compromised regulatory accounting rules or released any rights GAAP or claims involving amounts that exceed $3,000,000 in the aggregate; regulatory requirements with respect thereto; or (fviii) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect Contract to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to take any of the foregoingactions specified in this Section 2.22.

Absence of Changes. Except as set forth on Schedule 4.7Since the Balance Sheet Date, since the date Seller has not taken any of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, following actions with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasBusiness: (a) suffered adopted any material damageemployment or severance agreement (excluding offer letters for at-will employment) for the benefit of employees of Seller whose duties primarily relate to the Business and are performed at the Premises (together with the employees of Seller listed on Section 3.7(a) of the Business Disclosure Schedule, destruction the “Business Employees”), materially increased the compensation or loss (whether fringe benefits of, or materially modified the employment terms of any Business Employee, or paid any benefit not covered required by insurance) from fire the terms in effect on the Balance Sheet Date of any existing Business Plan or other casualty to its tangible propertyemployee benefit plan, program or policy or employment agreement; (b) revalued sold, leased, licensed or disposed of any of their respective assetsassets material to the Business, including writing off notes or accounts receivable other than in the ordinary course Ordinary Course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeBusiness; (c) made acquired any capital expenditures or commitments therefor involving amounts material asset that exceed $3,000,000 would constitute a Business Asset, except in the aggregate, except for capital expenditures (A) incurred in the ordinary course Ordinary Course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)Business; (d) soldlicensed any Business-Owned Intellectual Property to any third party except for non-exclusive, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except end-user licenses granted to customers in the ordinary course Ordinary Course of businessBusiness; (e) suffered incurred or assumed any extraordinary losses material liabilities or canceledobligations that would constitute an Assumed Liability, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 except in the aggregateOrdinary Course of Business; (f) made mortgaged or pledged or subjected any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect material to the foregoingBusiness to an Encumbrance, other than in the Ordinary Course of Business; (g) issuedchanged in any material respect the accounting methods, sold principles or otherwise permitted practices of the Business, except insofar as may be required by a change in GAAP or to become outstanding any capital stock, membership interests comply with Seller’s accounting principles or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interestspolicies; (h) terminated (except pursuant to its terms), or materially modifiedmodified or amended any Material Business Contract, changed or terminated any Company Material Contractexcept in the Ordinary Course of Business; (i) adopted a plan canceled or agreement compromised any material debt or claim or waived or released any material rights of complete the Business, other than debts, claims or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization;rights that are not Business Assets; or (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed agreed to take any of the foregoingforegoing actions.

Absence of Changes. (a) Since January 1, 2020, there has not been any Material Adverse Effect. (b) Except as set forth on Schedule 4.7, since the date of the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect 3.20 and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted except in the ordinary course substantially consistent connection with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing TransactionsRestructuring, member of since January 1, 2020, Company and its Subsidiaries have conducted the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than Business in the ordinary course of business in amounts that are notand have used commercially reasonable efforts to (i) maintain and preserve intact their respective lines of business and goodwill associated therewith and (ii) maintain their respective rights and franchises and preserve satisfactory relationships with Governmental Authorities, individually or in the aggregateemployees and material customers, material to the business of such Subject Entity or such member of the Contributor Groupsuppliers, taken as a whole;distributors, contractors, creditors, licensors and licensees. (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in Without limiting the aggregategenerality of Section 3.20(a), and except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress as set forth on Schedule 4.7(c);3.20 or as expressly contemplated by this Agreement (including the Pre-Closing Restructuring) or required by applicable Law, since June 1, 2020, none of the Acquired Companies nor, with respect to the Business or any Acquired Company, any of the Company’s other Subsidiaries has: (di) sold, leased, licensed, mortgaged, assigned or transferred borrowed any of its tangible or intangible assetsindebtedness under existing credit lines, except in the ordinary course of business; (eii) suffered mortgaged, pledged or subjected to any extraordinary losses material Lien, any material portion of its assets, except Permitted Liens; (iii) sold, assigned or canceledtransferred any material portion of its tangible assets, waivedother than sales of inventory in the ordinary course of business; (iv) sold, compromised assigned, transferred or licensed any material Business Intellectual Property other than in the ordinary course of business; (v) allowed to lapse or abandoned any material Registered Business Intellectual Property; (vi) issued any Equity Interests; (vii) (A) sold or transferred any of its Equity Interests in any of the Acquired Companies or (B) amended any organizational documents of an Acquired Company; (viii) (A) failed to make capital investments in the ordinary course of business or (B) entered into capital investment commitments, which are reasonably expected to become payable after the Closing, in excess of $500,000; (ix) declared, set aside or paid any dividend or made any distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its equity securities; (x) made any material loan to, or entered into any other material transaction with, any of its directors or executive officers outside the ordinary course of business; or (xi) entered into any employment contract providing for a base salary in excess of $150,000 per year; (xii) commenced or settled, compromised, failed to exercise, waived or released any rights Action involving an amount in excess of $500,000 for any one Action or claims involving amounts that exceed $3,000,000 1,000,000 in the aggregate; (fxiii) granted any discounts or credits to customers in excess of $2,500,000; (A) amended the terms of, or waived any material rights under, or terminated any Contract required to be listed on Schedule 3.10(a) or Schedule 3.10(b) or any Contract that, if in effect on the date hereof, would have been required to be listed on such schedules or (B) except for Contracts listed on Schedule 3.10(a) or Schedule 3.10(b), entered into any Contract that would be required to be listed on such schedules, in the case of each of the foregoing clauses (A) and (B), other than in the ordinary course of business; (xv) terminated, materially modified or failed to renew any material Permit; (xvi) canceled, reduced or failed to renew any insurance coverage; (xvii) made any investment material change in any accounting practices or loan to any Person, or acquired any business or Person, principles (except as required by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingapplicable Law); (gxviii) issuedmade, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interestschanged, or splitrevoked any material Tax election, combinedchanged any annual Tax accounting period, reclassifiedadopted, repurchased or redeemed any shares of its capital stock, membership interestselected, or other equity interests; (h) materially modifiedchanged a method of Tax accounting, changed amended any Income Tax Return, filed any claim for Tax refunds, entered or terminated any Company Material Contract; (i) adopted a plan or agreement Contract in respect of complete or partial liquidationTaxes with any taxing authority, dissolution, merger, consolidation, restructuring, recapitalization, settled any income or other material reorganization; (j) changed its accounting principlesTax claim, practices audit, assessment, or methods except as required or permitted by Law or GAAPrequested any written ruling relating to Taxes; or (kxix) authorized, agreed, resolved or committed entered into a binding commitment to do any of the foregoing.

Absence of Changes. Except as set forth on Schedule 4.7Since March 31, since the date of the Latest Contributor Balance Sheet2008, (i) there has not have been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheetno events, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction occurrences or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are notdevelopments that, individually or in the aggregate, material have had or would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not altered its method of accounting or changed its auditors, except as disclosed in its SEC Reports filed with the SEC prior to the date hereof, (iii) the Company has not declared, set aside for payment, paid or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (except for repurchases by the Company of shares of capital stock held by employees, officers, directors, or consultants pursuant to an option of the Company to repurchase such shares upon the termination of employment or services), (iv) the Company has not sustained any material loss or interference with the Company's business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of such Subject any court or arbitrator or Governmental Entity or such member regulatory authority, (v) no officer, key employee or groups of employees of the Contributor Group, taken as a whole; Company or any Subsidiary has resigned or been terminated; and (cvi) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures there have been no (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assetschanges, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made contingent obligations of the Company or any investment in or loan to any Personof its Subsidiaries by way of guaranty, or acquired any business or Personendorsement, by merger or consolidationindemnity, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests warranty or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; contractual arrangement; (hB) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted waivers by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingCompany or its Subsidiaries of any right or of debt owed to it; (C) changes in any compensation arrangement or agreement with any employee, officer or director other than changes required to comply with Section 409A of the Code, routine annual increases in compensation or promotions or bonuses awarded in the ordinary course of business; (D) debts, obligations or liabilities incurred, assumed or guaranteed by the Company or any Subsidiary, except for current liabilities incurred in the ordinary course of business; (E) sales, assignments or transfers of any Intellectual Property, other than the nonexclusive license by the Company or any Subsidiary of such Intellectual Property to customers, suppliers or contract manufacturers in the ordinary course of business consistent with past practices; (F) amendments, modifications or other changes in any Material Contract to which the Company or any Subsidiary is a party or by which it is bound; or (G) arrangements or commitments by the Company or any Subsidiary to do any of the acts described in this Section 3.9.

Absence of Changes. Except as set forth on in Schedule 4.73.5 or in the Current Financial Statements, and except for general economic conditions and other conditions generally affecting the retail sales which are known to the general public, since the date of the Latest Contributor Balance SheetDecember 31, (i) 2000 there has not been with respect to RMED: (i) any Company Material Adverse Effect and material adverse change in the condition (financial or other), properties, assets or business of RMED; (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insuranceinsurance or not) from fire which materially and adversely affects the business, properties, assets or other casualty to its tangible propertybusiness of RMED; (biii) revalued any declaration, setting aside or payment of their respective assets, including writing off notes any dividend or accounts receivable any distribution with respect to Schedule 3.5 RMED's capital stock other than as provided in the ordinary course of business in amounts that are notRMED's Shareholder Agreement, individually if any, or in the aggregateany direct or indirect redemption, material to the business of such Subject Entity purchase or such member of the Contributor Group, taken as a wholeother acquisition by RMED; (civ) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 increase of more than ten percent (10%) in the aggregatecompensation payable or to become payable by RMED to any employee earning Twenty-five Thousand Dollars ($25,000.00) per annum or more, or any general increase in the compensation or rates of compensation payable or to become payable by RMED to hourly employees, except for capital expenditures as required by any collective bargaining agreement, or to salaried officers or employees earning less than Twenty-five Thousand Dollars (A$25,000.00) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c)per year; (dv) soldany change in the accounting principles, leasedmethods or practices followed by RMED; (vi) any debt, licensedobligation or liability, mortgagedwhether accrued, assigned absolute or transferred any of its tangible contingent and whether due, incurred or intangible assetsentered into by RMED, except liabilities and obligations incurred or entered into in the ordinary course of business; (evii) suffered any extraordinary losses sale, lease, abandonment or canceledother disposition by RMED of any interest in real property or any machinery, waivedequipment, compromised inventory or released any rights or claims involving amounts that exceed $3,000,000 other operating property other than in the aggregateordinary course of business as reflected in Schedule 3.5; (fviii) made any investment sale, assignment, transfer, license or other disposition by RMED of any patent, trademark, trade name, brand name, copyright (or any application for any patent, trademark or copyright), invention, process, know-how, formula or trade secret or interest thereunder or other intangible asset, except as implied for use in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or connection with the sale of substantial assets or equity interests, or by any other manner, its products in a single transaction or a series the ordinary course of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingbusiness as reflected in Schedule 3.5; (gix) issuedany agreement, sold understanding or otherwise permitted to become outstanding any capital stockundertaking by RMED, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares the performance of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to which would result in any of the foregoingitems described in subparagraphs 3.5(i) through 3.5(viii), above.

Absence of Changes. Except for the transactions contemplated hereby or as set forth on Schedule 4.7, since the date in Section 5.5 of the Latest Contributor Disclosure Schedule, from the Balance Sheet, Sheet Date: (ia) the Company and the Company Subsidiaries have conducted their businesses and operations in the Ordinary Course of Business; (b) there has not been any Company Material Adverse Effect Effect; and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made the Company and the Company Subsidiaries have not taken any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in action of the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract;following actions: (i) adopted a plan incurred any indebtedness for borrowed money or agreement issued any long‑term debt securities or assumed, guaranteed or endorsed such obligations of complete or partial liquidationany other Person, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganizationexcept for indebtedness for borrowed money under existing credit facilities incurred in the Ordinary Course of Business; (jii) changed its except in the Ordinary Course of Business: (A) acquired, or disposed of, any material property or assets; (B) mortgaged or subjected to a Lien any property or assets (other than Permitted Liens); or (C) canceled any debts owed to or claims held by the Company or the Company Subsidiaries; (iii) entered into any Material Contract, except agreements made in the Ordinary Course of Business; (iv) made any material change to their respective accounting principles(including Tax accounting) methods, practices principles or methods practices, except as may be required by GAAP; (v) made any amendment to their respective Governing Documents; (vi) issued or permitted by Law sold any Equity Interests or GAAPoptions, warrants, calls, subscriptions or other rights to purchase any Equity Interests of the Company or the Company Subsidiaries; (vii) take any action which, if taken after the Effective Date, would constitute a violation of Section 7.1(b); or (kviii) authorized, agreed, resolved or committed agreed in writing to take any of the foregoingactions described in this Section 5.5.

Absence of Changes. Except (a) Since December 31, 1999 and through the date hereof, there has been no material adverse change in the business, properties, financial condition, results of operations or assets of the Company and the Company Subsidiaries, taken as a whole. Since December 31, 1999 and through the date hereof, there has been no occurrence, event or development of any nature existing or, to the Company's knowledge, threatened, which may reasonably be expected to have a material adverse effect upon the business, properties, financial condition, operations or assets of the Company or any Company Subsidiary, taken as a whole. Without limiting the foregoing, except as set forth on in Section 2.5 of Schedule 4.7I and except as contemplated by this Agreement, since December 31, 1999, to the date of the Latest Contributor Balance Sheet, hereof: (i) there The Company has not been issued, sold, granted, conferred or awarded any Company Material Adverse Effect and of its equity securities, or options to acquire its equity securities, or any corporate debt securities which would be classified under generally accepted accounting principles as long-term debt on the consolidated balance sheets of the Company; (ii) the business of each Subject Entity and Company has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iii) neither the SUN Retail Business Company nor any Company Subsidiary has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (a) suffered discharged or satisfied any material damagelien or paid any material obligation or liability (absolute or contingent), destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business business; (iv) neither the Company nor any Company Subsidiary has sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or assets; (v) except as required by contract or law, neither the Company nor any Company Subsidiary has (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except that the Company and Savings increased the salaries of employees in amounts that are notJanuary and February 2000 to the levels set forth in Section 2.5 of Schedule I, (B) entered into any new, or amended or supplemented any existing employment, management, consulting, deferred compensation, severance, or other similar contract, (C) entered into, terminated, or substantially modified any of the Employee Plans (as defined in Section 2.13 hereafter) or (D) agreed to do any of the foregoing; (vi) neither the Company nor any Company Subsidiary has suffered any material damage, destruction, or loss, whether as a result of fire, explosion, earthquake, accident, casualty, labor trouble, requisition, or taking of property by any regulatory authority, flood, windstorm, embargo, riot, act of God, or the enemy, or other casualty or event, and whether or not covered by insurance; and (vii) neither the Company nor any Company Subsidiary has canceled or compromised any debt, except for debts of $5,000 or less, individually or in the aggregate, material charged off or compromised in accordance with the past practice of the Company and Company Subsidiaries. (b) Since December 31, 1999 to the business of such Subject Entity or such member date hereof, each of the Contributor GroupCompany and the Company Subsidiaries has owned and operated their respective assets, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred properties and businesses in the ordinary course of business and consistent with past practice, other than in connection with this Agreement or the transactions contemplated by this Agreement. (Bc) relating Except as contemplated by Section 4.2(b) herein, since December 31, 1999 to the completion of those projects in progress date hereof, the Company has not declared, set forth on Schedule 4.7(c); (d) soldaside, leased, licensed, mortgaged, assigned made or transferred paid any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests dividend or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares distribution in respect of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingCommon Stock.

Absence of Changes. Except as set forth on Schedule 4.7Since December 31, since the date of the Latest Contributor Balance Sheet2012, (i) there has not been any the Company and its Subsidiaries have operated their respective business in the ordinary course of business, consistent with past practice, (ii) no Company Material Adverse Effect has occurred, and (iiiii) without limiting the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date generality of the Latest Contributor Balance Sheetforegoing, no Subject Entity or, with respect to neither the SUN Retail Assets prior to the Pre-Closing Transactions, member Company nor any of the Contributor Group its Subsidiaries has: (a) suffered declared, set aside, made or paid any material damage, destruction or loss (whether or not covered by insurance) from fire dividend or other casualty distribution in respect of its capital stock, or agreed to do any of the foregoing, or purchased or redeemed or agreed to purchase or redeem, directly or indirectly, any shares of its tangible propertycapital stock; (b) issued or sold any shares of its capital stock of any class or any options, warrants, conversion or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares; (c) adopted, amended, modified, or terminated in any material respect any Company Employee Plan, agreement trust, fund, arrangement for the benefit of employees or any collective bargaining agreement (other than as may have been required by the terms of the Company Employee Plan or collective bargaining agreement, or as may have been required by applicable Laws); (d) increased any compensation or fringe benefits or paid any bonus, or granted any increase in severance or termination pay, in each case, for any individual or otherwise changed any of the terms of employment or service for any of its Employees; (e) entered into a waiver of any stock repurchase rights, accelerated, amended or changed the period of exercisability of any Company Options, Company Restricted Shares or any other equity or similar incentive awards (including without limitation any long term incentive awards), or repriced any Company Options granted under any employee, consultant, director or other stock plans or authorized any cash payments in exchange for any Company Options granted under any of such plans; (f) entered into any loan or advanced any money or other property with any of its Employees; (g) incurred any Indebtedness; (h) mortgaged, pledged or subjected to any Security Interest, any of its properties or assets, tangible or intangible; (i) acquired or disposed of any assets or properties having a value in excess of $50,000 individually or $100,000 in the aggregate; (j) forgiven or canceled any debts or claims, or waived any rights, having a value in excess of $50,000 individually or $100,000 in the aggregate; (k) incurred a capital expenditure or made a commitment by the Company or any of its Subsidiaries exceeding $50,000 individually or $100,000 in the aggregate; (l) changed accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any of its Subsidiaries other than as required by GAAP; (m) made or changed any material election in respect of Taxes, adopted or changed any accounting method in respect of Taxes, agreed to or settled any claim or assessment in respect of Taxes, entered into any closing agreement in respect of Taxes, filing of any amended Tax Return or extended or waived any of the limitation periods applicable to any claim or assessment in respect of Taxes; (n) revalued any of their respective assetsits assets (whether tangible or intangible), including writing off down the value of inventory or writing off, discounting or otherwise compromising any notes or accounts receivable in an amount in excess of $50,000 individually or $100,000 in the aggregate; (o) received notice of any claim or potential claim of ownership, interest or right by any Person other than the Company or any of its Subsidiaries of the Technology or Intellectual Property owned by or developed or created by the Company or any of its Subsidiaries or of infringement by the Company or any of its Subsidiaries of any other Person’s Intellectual Property; (p) granted any source code license or exclusive license, or entered into any other exclusive arrangements, with respect to any Company Intellectual Property; (q) sold, assigned or disposed of, or suffered any Lien (other than Permitted Liens) placed upon, any Company Intellectual Property; (r) commenced or settled any lawsuit or become aware of the commencement, settlement, notice or written threat of any lawsuit or proceeding or other investigation against the Company or any of its Subsidiaries; (s) received written notice of any claim or potential claim for the violation of any employment Laws; (t) engaged in any purchase or sale of any interest in real property, grant of any Security Interest in any real property, agreement to lease, sublease, license or otherwise occupy any real property, or any alteration, amendment, modification, violation or termination of any of the terms of any Real Property Lease; (u) participated in any activity of the type sometimes referred to as “trade loading” or “channel stuffing” or any other activity that is outside the ordinary course of business and would reasonably be expected to increase the cash or current assets of the Company or any of its Subsidiaries at Closing, or any other activity that reasonably would reasonably be expected to result in an increase, temporary or otherwise, in the demand for the Company Products prior to the Closing, including, without limitation, sales of a Company Product (i) with payment terms longer than terms customarily offered by the Company or its Subsidiaries for such Company Product, (ii) at a greater discount from listed prices than customarily offered for such Company Product, other than pursuant to a promotion of a nature previously used in the ordinary course of business in amounts for such Company Product, (iii) at a price that are not, individually or does not give effect to any general increase in the aggregate, material list price for such Company Product publicly announced prior to the business of such Subject Entity Closing Date, (iv) in a quantity or such member volume greater than the reasonable resale requirement of the Contributor Groupparticular customer, taken as a whole; distributor or reseller, (cv) made any capital expenditures in conjunction with other material benefits to the customer, distributor or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred reseller not previously offered in the ordinary course of business or to such customer; (Bvi) relating to accelerating the completion timing of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any new releases for Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPProducts; or (kv) authorizedentered into any agreement, agreed, resolved commitment or committed obligation to do any of the foregoing.

Absence of Changes. Except as set forth on disclosed in SECTION 3.13 of the Disclosure Schedule 4.7or as specifically reflected in the September 30, since 1997 SAP Statement, or except for changes or developments relating to the conduct of the Business of Savers after the date of this Amended and Restated Merger Agreement in conformity with this Amended and Restated Merger Agreement, since December 31, 1996, there has not been, occurred, or arisen any change in, or any event (including without limitation any damage, destruction, or loss whether or not covered by insurance), condition, or state of facts of any character that individually or in the Latest Contributor Balance Sheetaggregate has or may reasonably be expected to have a material adverse effect on the Business or Condition of Savers. Except as disclosed in SECTION 3.13 of the Disclosure Schedule (with paragraph references corresponding to those set forth below), or except as specifically reflected in the September 30, 1997 SAP Statement, since December 31, 1996, Savers has operated only in the ordinary course of business and consistent with past practice, and (iwithout limiting the generality of the foregoing) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheetbeen, no Subject Entity oroccurred, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasor arisen: (a) suffered any declaration, setting aside, or payment of any dividend or other distribution in respect of the capital stock of Savers or any direct or indirect redemption, purchase, or other acquisition by Savers of any such stock or of any interest in or right to acquire any such stock; (b) any employment, deferred compensation, or other salary, wage, or compensation Contract entered into between Savers and any of its officers, directors, employees, agents, consultants, or similar representatives, except for normal and customary Contracts with officers, employees, agents and consultants in the ordinary course of business and consistent with past practices; or any increase in the salary, wages, or other compensation of any kind, whether current or deferred, of any officer, director, employee, agent, consultant, or other similar representative of Savers other than routine increases that were made in the ordinary course of business and consistent with past practices; or any creation of any Benefit Plan or any contribution to or amendment or modification of any Benefit Plan; (c) any issuance, sale, or disposition by Savers of any debenture, note, stock, or other security issued by Savers, or any modification or amendment of any right of the holder of any outstanding debenture, note, stock, or other security issued by Savers; (d) any Lien created on or in any of the Assets and Properties of Savers, or assumed by Savers with respect to any of such Assets and Properties, which Lien relates to Liabilities individually or in the aggregate exceeding $25,000 for Savers or which Lien individually or in the aggregate with any other Liens has or may reasonably be expected to have a material adverse effect on the Business or Condition of Savers or the Surviving Corporation; (e) any prepayment of any Liabilities individually or in the aggregate exceeding $10,000; (f) any Liability involving the borrowing of money by Savers; (g) any Liability incurred by Savers in any transaction (other than pursuant to any insurance or annuity Contract entered into in the ordinary course of business and consistent with past practice) not involving the borrowing of money; (h) any damage, destruction destruction, or loss (whether or not covered by insurance) from fire affecting any of the Assets and Properties of Savers, which damage, destruction, or other casualty loss individually exceeds $25,000 or the result of which individually or in the aggregate has or may reasonably be expected to its tangible propertyhave a material adverse effect on the Business or Condition of Savers or the Surviving Corporation; (bi) revalued any work stoppage, strike, slowdown, other labor difficulty, or (to the best knowledge of Savers) union organizational campaign (in process or threatened) at or affecting Savers; (j) any material change in any underwriting, actuarial, investment, financial reporting, or accounting practices or policies followed by Savers, or in any assumption underlying such a practices or policies, or in any method of calculating any bad debt, contingency, or other reserve for financial reporting purposes or for any other accounting purposes; (k) any payment, discharge, or satisfaction by Savers of any Lien or Liability other than Liens or Liabilities that were paid, discharged, or satisfied since December 31, 1996 in the ordinary course of business and consistent with past practice, or were paid, discharged, or satisfied as required under this Amended and Restated Merger Agreement; (l) any cancellation of any Liability owed to Savers by any other Person; (m) any write-off or write-down of, or any determination to write off or down any of, the Assets and Properties of Savers or any portion thereof, except for write-offs or write-downs that do not exceed $10,000 individually or in the aggregate for Savers; (n) any sale, transfer, or conveyance of any investments, or any other Assets and Properties, of Savers with an individual book value or with an aggregate book value in excess of $10,000, except as contemplated in SECTION 6.3, and except in the ordinary course of business and consistent with past practices; (o) any amendment, termination, waiver, disposal, or lapse of, or other failure to preserve, any license, permit, or other form of authorization of Savers, the result of which individually or in the aggregate has or may reasonably be expected to have a material adverse effect on the Business or Condition of Savers or the Surviving Corporation; (p) any transaction or arrangement under which Savers paid, lent, or advanced any amount to or in respect of, or sold, transferred, or leased any of their respective assetsits Assets and Properties or any service to, including writing off notes (i) any employee, officer, director or accounts receivable shareholder of Savers (except for payments of salaries and wages in the ordinary course of business and consistent with past practice, and except for payments made pursuant to any Contract disclosed in SECTION 3.13(B) or SECTION 3.22(A) of the Disclosure Schedule), or of any Affiliate of Savers, or of any such employee, officer, director or shareholder; (ii) any business or other Person in which Savers, any such employee, officer, director or shareholder, or any such Affiliate has any material interest, except for advances made to, or reimbursements of, officers or directors of Savers for travel and other business expenses in reasonable amounts in the ordinary course of business and consistent with past practice; or any Affiliate of Savers pursuant to any Contract of the type described in SECTION 3.22(G); (q) any material amendment of, or any failure to perform all of its obligations under, or any default under, or any waiver of any right under, or any termination (other than on the stated expiration date) of, any Contract that involves or reasonably would involve the annual expenditure or receipt by Savers of more than $25,000 or that individually or in the aggregate is material to the Business or Condition of Savers or the Surviving Corporation; (r) any decrease in the amount of, or any material change in the nature of, the insurance or annuities in force of Savers or any material change in the amount or nature of the reserves, liabilities or other similar amounts of Savers with respect to insurance and annuity Contracts (including, without limitation, reserves and other similar amounts of a type required to be reflected respectively on lines 1 through 11.3 on page 3 of an Annual Statement of Savers); (s) any amendment to the Articles of Incorporation or Bylaws of Savers; (t) any termination, amendment, or execution by Savers of any reinsurance, coinsurance, or other similar Contract, as ceding or assuming insurer; (u) any expenditure or commitment for additions to property, plant, equipment or other tangible or intangible capital assets of Savers, except for any expenditure or commitment that does not exceed $10,000 individually or the result of which individually or in the aggregate does not have and may not reasonably be expected to have a material adverse effect on the Business or Condition of Savers or the Surviving Corporation; (v) any amendment or introduction by Savers of any insurance or annuity Contract other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement and consistent with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPpast practice; or (kw) authorized, agreed, resolved or committed any Contract to take any of the foregoingactions described in this Section other than actions expressly permitted under this Section.

Absence of Changes. Except as otherwise expressly required by this Agreement or as set forth on Schedule 4.7in Section 3.17 of the Disclosure Letter, since December 31, 2009 through the date of hereof, Seller, Seller Subsidiary, the Latest Contributor Balance Sheet, (i) there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Company Subsidiary have conducted the Business has been conducted in the ordinary course substantially of business consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group haspractice and there has not occurred: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire increase in compensation or other casualty remuneration payable or committed to its tangible propertybe paid to director, officer, or employee of the Company or the Company Subsidiary, or in any benefits granted under any Company Plan with or for the benefit of any such director, officer or employee; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are notconsistent with past practice, individually any material modification or in the aggregate, material to the business amendment of such Subject Entity any Material Contract or such member any material modification or termination of the Contributor Group, taken as a wholeany Permit; (c) made any capital expenditures acquisition of or commitments therefor involving amounts that exceed $3,000,000 investment in the aggregate(by merger, except for capital expenditures exchange, consolidation, purchase or otherwise) any corporation or partnership or equity interest in any Person; (Ad) incurred other than in the ordinary course of business consistent with past practice, any acquisition of any material Assets of the Company or (B) relating to the completion of those projects Company Subsidiary, or otherwise used in progress set forth on Schedule 4.7(c)the Business, whether through capital spending or otherwise; (de) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except other than in the ordinary course of business; business consistent with past practice, (ei) suffered any extraordinary losses transfer, sale, lease, license or canceledother disposal of, waivedor subjecting to any Lien, compromised any material Assets of the Company or released the Company Subsidiary or (ii) any rights deactivation of any material products or claims involving amounts services (or any material features thereof) of the Company or the Company Subsidiary that exceed $3,000,000 in the aggregatehad previously been exploited commercially; (f) made any investment written or, to Seller’s knowledge, oral waiver by the Company or the Company Subsidiary of any claims or rights that involve amounts individually or in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale the aggregate in excess of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing$100,000; (g) issuedany material change in the Company’s or the Company Subsidiary’s respective practices with respect to the timing of the payment of accounts payable or in the collection of notes or accounts receivable in advance of or beyond the dates when the same would have been collected, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares than in the ordinary course of its capital stock, membership interests, or other equity interestsbusiness consistent with past practice; (h) materially modifiedany material change in that method of accounting or accounting policies of the Company or the Company Subsidiary (including any changes in any estimates used in implementing such method and policies), changed other than those required by GAAP, or terminated any material write-down in the accounts receivable or inventories of the Company Material Contractor the Company Subsidiary; (i) adopted a plan (i) any material change in Tax elections, (ii) any material amendment of any Tax Return relating to the Company or the Company Subsidiary, (iii) any material settlement or compromise with respect to any Tax controversy, Tax claim, audit or assessment, (iv) any material closing agreement with respect to any Tax, (v) any consent to any extension or waiver of complete the limitations period applicable to any material Tax claim or partial liquidationassessment, dissolutionin the case of each of (i)-(v) above, merger, consolidation, restructuring, recapitalization, or other material reorganizationthan in the ordinary course of business consistent with past practice; (j) changed its accounting principles, practices any dividend or methods except as required distribution by the Company or permitted by Law or GAAP; orthe Company Subsidiary; (k) authorizedany abandonment, agreedexpiration, resolved cancellation or committed lapse of material Intellectual Property Rights owned by the Company or the Company Subsidiary or any grant of a license, release or covenant not to xxx with respect to any Company Intellectual Property Rights other than non-exclusive licenses granted in the ordinary course of business consistent with past practice, provided, that with respect to the Trademarks and domain names contributed to Company by Seller Subsidiary pursuant to that certain Contribution Agreement dated April 22, 2010 and listed in Exhibits A and B to such Contribution Agreement, the foregoing obligation shall continue on a Trademark-by-Trademark and domain name-by-domain name basis until such time as (i) the assignment of such Trademarks to the Company has been duly recorded with the applicable U.S. Patent and Trademark Office and all similar offices and agencies anywhere in the world and (ii) the domain name registration records have been updated by the applicable registrars to reflect the Company as the owner of such domain names; and (l) any binding commitment or agreement by the Company or the Company Subsidiary to do any of the foregoing.

Absence of Changes. Except as set forth on Schedule 4.7Since the Balance Sheets Date, since the date Target Companies have operated in the Ordinary Course of the Latest Contributor Balance Sheet, (i) Business and there has not been any Company Material Adverse Effect Effect. Without limiting the generality of the foregoing, since the Balance Sheets Date, the Target Companies have used commercially best efforts to preserve intact, in all material respects, the Target Companies’ relationships with customers, suppliers and (ii) all others having business dealings with the Target Companies, and there has not been any change in the financial condition, assets, liabilities, net worth or business of each Subject Entity and any Target Company, other than in the SUN Retail Business Ordinary Course of Business, which individually or in the aggregate has been conducted in the ordinary course substantially consistent with past practicesor will be materially adverse to any Target Company. Since the date Balance Sheets Date none of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group Target Companies has: (a) suffered accelerated, terminated, modified, canceled or entered into any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible propertyMaterial Contract; (b) revalued experienced any damage, destruction, or loss to any of their respective assets, including writing off notes its assets or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeproperty involving at least $10,000 per occurrence and not covered by insurance; (ci) made granted any capital expenditures bonuses, whether monetary or commitments therefor involving amounts that exceed $3,000,000 otherwise, or materially increased any wages, salary, severance, pension or other compensation or benefits in the aggregaterespect of its employees, except officers, directors, independent contractors or consultants, other than as provided for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress any written agreements set forth on Schedule 4.7(c)4.08 or required by applicable Law, (ii) changed the terms of employment for any employee or terminated employment of any employee, in each case, for which the costs and expenses associated with such change or termination exceed $10,000, or (iii) accelerated the vesting or payment of any compensation or benefit for any employee, officer, director, independent contractor or consultant, in each case, for with the costs and expenses exceed $10,000 other than the previously disclosed loan to Axxxxxx Xxxxxxxx; (d) sold, leased, licensed, mortgaged, assigned made any capital expenditure (or transferred any series of its tangible related capital expenditures) involving more than $10,000 individually or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed more than $3,000,000 25,000 in the aggregate; (fe) made any capital investment in or in, any loan to any Personto, or acquired any business acquisition of the securities or Personassets of, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or Person (other than the Target Companies); (f) entered into any Contracttransaction with any of its directors, letter of intent officers or similar arrangement with respect to the foregoing;employees on terms that would not have resulted from an arm’s-length transaction, (g) made any change in any method of accounting or accounting practice or policy used by the Target Companies, other than such changes required by GAAP or pursuant to any pronouncements issued by the Financial Accounting Standards Board; (h) declared or paid any dividends, issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased purchased or redeemed any shares of its capital stock, stock or membership interests or any securities convertible into or exchangeable for any of its capital stock or membership interests, or made any other distributions to its shareholders or equity interests; (h) materially modifiedholders, changed other than dividends or terminated any Company Material Contractdistributions to pay Taxes; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, granted any options or other material reorganizationrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or membership interests; (j) incurred, assumed, or guaranteed any liabilities or Indebtedness of any kind other than liabilities or Indebtedness that is incurred in the Ordinary Course of Business or that does not exceed $10,000 (either individually or in any series of related Indebtedness); (k) amended the Target Companies Charter Documents; (l) transferred, assigned or granted any license or sublicense of any material rights under or with respect to any Intellectual Property Rights, except for licenses or sublicenses in the Ordinary Course of Business; (m) created or allowed the imposition of any Lien (except for Permitted Liens) upon any of its properties, membership interests or assets, tangible or intangible, other than in the Ordinary Course of Business; (n) disposed of or acquired any material assets, except for sales, dispositions or acquisitions of assets in the Ordinary Course of Business; (o) reduced trade promotions in a manner inconsistent with the Ordinary Course of Business; (p) purchased, leased or otherwise acquired the right to own, use or lease any property or assets for an amount in excess of $10,000 individually (or, in the case of a lease, per annum), except for the March 15, 2022 Tucson Lease for the retail outlet and purchases of inventory or supplies in the Ordinary Course of Business; (q) made or changed its any material Tax election, changed any Tax accounting principlesperiod, practices adopted or methods changed any Tax accounting method, filed any amended Tax Return, failed to file any Tax Return when due (taking into account appropriately obtained extensions), settled any material Tax claim or assessment relating to any of the Target Companies, or consented to any extension or waiver of any limitation period applicable to any Tax claim or Tax assessment relating to any Target Company; (r) discharged, forgiven, cancelled or satisfied any Lien, debt or claim or paid for any material obligation or material liability (fixed or contingent) other than in the Ordinary Course of Business or that does not exceed $10,000 individually; (s) written-down the value of any assets or inventory or written-off any notes or accounts receivable of the Target Companies, in each case, other than those for which reserves or accruals have been established in the Interim Financial Statements or those less than $10,000 individually; or (t) entered into any contract, commitment or arrangement to do any of the actions referred to in clauses (a)-(s) above (except as otherwise required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any the terms of the foregoingthis Agreement).

Absence of Changes. Except as set forth on Schedule 4.73.7, since from the date of the Latest Contributor Balance Sheet------------ Sheet Date the Company has been operated in the ordinary course, (i) consistent with past practice, and there has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasbeen: (a) suffered any change in the business, operations, assets, condition (financial or otherwise), operating results, prospects or Liabilities which has had or is reasonably likely to have a material adverse effect on the Company and its Subsidiaries (taken as a whole) or any material damagecasualty loss or damage to the assets of the Company (taken as a whole), destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property;insurance (a "Material Adverse Change"); ----------------------- (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except intercompany payments in the ordinary course of business, any declaration, setting aside or payment of any distribution with respect to any shares of capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition of any thereof, or any other payments of any nature outside the ordinary course of business to any Affiliate of the Company whether or not on or with respect to any shares of capital stock of the Company owned by such Affiliate (excluding salaries and benefits in ordinary course consistent with past practices at rates equal to those in effect on the Latest Balance Sheet Date); (c) any general uniform increase in the compensation of employees (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) of the Company, or any increase in any such compensation payable to any officer, director or key management employee; (d) any change in the tax or other accounting methods or practices followed by the Company, any change in depreciation or amortization policies or rates previously adopted or any write-up of inventory or other assets; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 material change in the aggregatemanner in which products or services of the Company are marketed (including, without limitation, any change in prices), any material change in the manner in which the Company extends discounts or credit to customers or any material change in the manner or terms by which the Company collects its accounts receivable or otherwise deals with customers; (f) made any investment in failure by the Company to make scheduled capital expenditures or loan investments or any failure to any Person, pay trade accounts payable or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, Liability of the Company in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement the ordinary course consistent with respect to the foregoing;past practices; or (g) issuedany entry into any agreement, sold whether in writing or otherwise permitted otherwise, to become outstanding any capital stock, membership interests or other equity interests, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to take any of the foregoingactions specified in the foregoing clauses (a) through (f).

Absence of Changes. Except as set forth on in Schedule 4.73.10 or as expressly contemplated by this Agreement, since December 31, 2002, the date of the Latest Contributor Balance Sheet, (i) there Company has not been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hasnot: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible propertya Material Adverse Effect; (b) revalued amended its articles of incorporation or by-laws, or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock, or the character of its business; (c) issued, sold, purchased or redeemed, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue, sell, purchase or redeem any shares of its capital stock or securities convertible into or exchangeable for any shares of its capital stock; (d) entered into, renegotiated or amended any employment agreement or collective bargaining agreement or adopted, entered into, amended or terminated any Plan; (e) declared or paid any dividends or declared or made any distributions of any kind to its Shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (f) made any material change in its accounting methods or practices or its accounts payable practices or policies, or in its manner of keeping its Books and Records; (g) made any material change in the normal and ordinary manner in which its business is conducted, including, without limitation, changes in the manner in which Inventory purchases are made, changes in manufacturing methods and changes in sales and marketing policies; (h) changed any of their respective assets, including writing off notes its product warranties or accounts receivable return policies or other material business policies other than in the ordinary course Ordinary Course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member of the Contributor Group, taken as a wholeBusiness; (ci) granted any increase in wages, salary, bonus, or any other direct or indirect compensation or benefits to or for any of its officers, directors, employees, consultants or agents, or any accrual for or commitment or agreement to make or pay the same; (j) made any loan or advance to the Shareholder, the Company's officers, directors, employees, consultants, agents or other representatives (other than expense advances made in the Ordinary Course of Business) or made any other loan or advance other than in the Ordinary Course of Business; (k) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives, other than payments or commitments to employees made in the Ordinary Course of Business; (l) made any capital expenditures or commitments therefor involving amounts that exceed in excess of $3,000,000 25,000 individually, or $50,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (dm) except in the Ordinary Course of Business, incurred or assumed any debt, obligation or liability material to the Company; (n) made any material acquisition of all or any part of the assets, properties, capital stock or business of any other Person; (o) sold, leased, licensedassigned, mortgagedtransferred (including, assigned without limitation, transfers to the Shareholder, or transferred to the Company's or Shareholder's directors, officers or employees) or permitted to lapse any of its tangible or intangible assets, except in the ordinary course Ordinary Course of businessBusiness, or cancelled without fair consideration any debts or claims owing to or held by it; (ep) suffered any extraordinary losses damage, destruction or canceledloss to its tangible assets in excess of $25,000, waived, compromised whether or released any rights or claims involving amounts that exceed $3,000,000 in the aggregatenot covered by insurance; (fq) conducted its business (including, without limitation, pricing, rebate practices, credit practices and maintenance and repair of assets) other than in the Ordinary Course of Business; (r) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent commitment or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other equity intereststransaction, or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed amended or terminated any Company Material Contract; (i) adopted a plan contract or agreement material right thereunder, other than in the Ordinary Course of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAPBusiness; or (ks) authorizedagreed to take any action, agreed, resolved taken any action or committed omitted to take any action that would result in the occurrence of any of the foregoing.

Absence of Changes. Except as set forth on in Schedule 4.75.7 and except as contemplated by this Agreement, since October 22, 2003, the date of the Latest Contributor Balance Sheet, (i) there has not Company Entities have been any Company Material Adverse Effect and (ii) the business of each Subject Entity and the SUN Retail Business has been conducted operated only in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheetcourse, and no Subject Company Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has: (ai) suffered any material damagechange in working capital, destruction condition (financial or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective otherwise), assets, including writing off notes liabilities, reserves, business or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, operations which is material to the business of such Subject Entity or such member of the Contributor Group, Company Entities taken as a whole; (cii) redeemed or repurchased, directly or indirectly, any shares of capital stock or other equity security or declared, set aside or paid any dividends or made any other distributions (whether in cash or kind) with respect to any shares of capital expenditures stock or commitments therefor involving amounts that exceed $3,000,000 in other equity security of the aggregate, except for capital expenditures (A) incurred in the ordinary course of business Company or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assetsSubsidiaries, except other than in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (giii) issued, sold or otherwise permitted to become outstanding transferred any equity securities, any securities convertible, exchangeable or exercisable into shares of capital stock, membership interests stock or other equity interestssecurities, or splitwarrants, combined, reclassified, repurchased options or redeemed any other rights to acquire shares of its capital stock, membership interests, stock or other equity interestssecurities, of any of the Company Entities, other than the issuance of Company Capital Stock upon exercise of and in accordance with the terms of Options, Preferred Warrants or Common Stock Warrants issued and outstanding on the date hereof; (hiv) materially modifiedpaid, changed discharged or terminated satisfied any Company Material ContractLiability other than in the ordinary course of business; (iv) adopted a plan or agreement written off as uncollectible any account receivable in excess of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or Twenty-Five Thousand Dollars ($25,000) other material reorganizationthan in the ordinary course of business; (jvi) changed compromised any debts, claims or rights or disposed of any of its material properties or assets other than in the ordinary course of business; (vii) entered into any commitments or transactions not in the ordinary course of business involving aggregate value in excess of One Hundred Thousand Dollars ($100,000) or made aggregate unbudgeted capital expenditures or commitments in excess of Two Hundred Fifty Thousand Dollars ($250,000); (viii) made any material change in any method of accounting principlesor accounting practice; (ix) sold, practices assigned or methods except as required transferred any material tangible assets other than in the ordinary course of business or permitted by Law any material Intellectual Property or GAAPother intangible assets; (x) subjected any of its material assets, tangible or intangible, to any material Lien; (xi) increased any salaries, wages or employee benefits or made any arrangement for payment of any bonus or special compensation for any officer or key employee or fees to any medical director other than in the ordinary course of business; (xii) hired or committed to hire any key employee or contracted or committed to contract with any medical director, or terminated or had resign any key employee or medical director; (xiii) terminated or amended any Company Agreement or, to the Knowledge of the Company, threatened loss or termination of any existing material business arrangement or supplier; or (kxiv) authorized, agreed, resolved whether or committed not in writing, to take any of the foregoingaction described in this Section 5.7.

Absence of Changes. Except Since February 28, 2006, except as set forth on Schedule 4.7, since the date of the Latest Contributor Balance Sheet, disclosed (i) there has not been any Company Material Adverse Effect and by the Seller to the Buyer, or (ii) the business on SEDAR as of each Subject Entity and the SUN Retail Business has been conducted in the ordinary course substantially consistent with past practices. Since the date of the Latest Contributor Balance Sheet, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group hashereof: (a) suffered any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its tangible property; (b) revalued any of their respective assets, including writing off notes or accounts receivable other than in the ordinary course of business in amounts that are not, individually or in the aggregate, material to the business of such Subject Entity or such member each of the Contributor Group, taken as a whole; (c) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of Subsidiaries has conducted its business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except only in the ordinary course of business; (eb) none of the Subsidiaries has incurred or suffered a Material Adverse Effect; (c) there has not been any extraordinary losses acquisition or canceledsale by any of the Subsidiaries of any material property or assets thereof; (d) other than in the ordinary course of business, waivedthere has not been any incurrence, compromised assumption or released guarantee by any rights of the Subsidiaries of any debt for borrowed money, any creation or claims involving amounts that assumption by any of the Subsidiaries of any Encumbrance, any making by any of the Subsidiaries, of any loan, advance or capital contribution to or investment in any other person (other than loans and advances in an aggregate amount which does not exceed $3,000,000 50,000 outstanding at any time) or any entering into, amendment of, relinquishment, termination or non-renewal by any of the Subsidiaries of any contract, agreement, licence, lease transaction, commitment or other right or obligation which would, individually or in the aggregate, have a Material Adverse Effect on a Subsidiary; (e) other than in the ordinary course of business, there has not been any material increase in or modification of the compensation payable to or to become payable by any of the Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors or officers; (f) made none of the Subsidiaries have effected any investment material change in its accounting methods, principles or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoingpractices; (g) issuednone of the Subsidiaries have adopted any, sold or otherwise permitted to become outstanding any capital stockmaterially amended any, membership interests collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other equity interests, benefit plan or split, combined, reclassified, repurchased or redeemed any shares of its capital stock, membership interests, or other equity interests;shareholder rights plan; and (h) materially modified, changed no dividends have become or terminated are payable on or in respect of the Purchased Securities and no other distribution on any Company Material Contract; (i) adopted a plan of its securities or agreement of complete shares or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed its accounting principles, practices or methods except as required or permitted by Law or GAAP; or (k) authorized, agreed, resolved or committed to any of the foregoingsecurities or shares of the other Subsidiaries has become or is payable by CAMH or the other Subsidiaries.

Absence of Changes. (a) Except as set forth on Schedule 4.73.22, since from the date of the Latest Contributor Reference Balance SheetSheet to the date of this Agreement, (i) there has not been any Company Material Adverse Effect on the Company. (b) Except as set forth on Schedule 3.22, from the date of the Reference Balance Sheet through the date of this Agreement, the Company (i) has, in all material respects, conducted their Business and operated its properties in the ordinary course of business consistent with past practice and (ii) has not engaged in any of the business following: (i) changed or amended the Certificate of each Subject Entity Incorporation, Bylaws or other organizational documents of the Company, except as otherwise required by Law; (ii) made or declared any dividend or distribution to the stockholders of the Company; (iii) materially and the SUN Retail Business has been conducted adversely modified or terminated any Contract of a type required to be listed on Schedule 3.10(a), except in the ordinary course of business substantially in accordance with past practice, or entered into any other material transaction or materially changed any business practice of the Company; (iv) except in the ordinary course of business and in a manner substantially consistent with its past practices. Since the date , (A) sold, assigned, transferred, conveyed, leased or otherwise disposed of any material assets or properties (including, without limitation, any of the Latest Contributor Balance SheetPurchased Assets), no Subject Entity oror (B) created any Lien (other than a Permitted Lien) on any material asset or property (including, without limitation, any of the Purchased Assets) or any Intellectual Property Assets; (v) (A) taken any action with respect to the SUN Retail Assets prior grant of any material severance or material termination pay (other than pursuant to the Pre-Closing Transactions, member policies or agreements of the Contributor Group has: Company in effect on the date of this Agreement) which will become due and payable after the Closing Date; (aB) suffered made any material damagechange in the key management structure of the Company, destruction or loss (whether or not covered by insurance) from fire including the hiring of additional officers or other casualty to its tangible property; (b) revalued any key employees or the termination of their respective assetsexisting officers or other key employees, including writing off notes or accounts receivable other than in the ordinary course of business business; (C) adopted, entered into or materially amended any Company Benefit Plan or any individual employment, consulting, retention, change in amounts that are notcontrol bonus or severance agreement or (D) except pursuant to any written agreement in existence on the date hereof between the Company and such Person, individually increased in any material manner the rate or in the aggregateterms of compensation or benefits of any of its directors or senior officers, material paid or agree to the business of such Subject Entity pay any pension, retirement allowance or such member of the Contributor Groupother employee benefit not contemplated by any Company Benefit Plan to any director, taken as a wholeofficer or employee, whether past or present; (cvi) made any capital expenditures or commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business or (B) relating to the completion of those projects in progress set forth on Schedule 4.7(c); (d) sold, leased, licensed, mortgaged, assigned or transferred any of its tangible or intangible assets, except in the ordinary course of business; (e) suffered any extraordinary losses or canceled, waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any investment in or loan to any Person, or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interestsconsolidation with, or by merged or consolidated with, or purchased substantially all of the assets of, any corporation, partnership, association, joint venture or other mannerbusiness organization or division thereof, in a single transaction or a series of related transactions; (vii) made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any Contractclosing agreement, letter of intent settled any Tax claim or similar arrangement with respect assessment relating to the foregoingCompany, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax; (gviii) failed to timely pay any estimated Taxes; (ix) issued, sold or otherwise permitted pledged, or authorized or proposed the issuance, sale or pledge of (i) additional shares of capital stock of any class of the Company, or securities convertible into or exchangeable for any such shares, or any rights, warrants or options to become outstanding acquire any capital stock, membership interests such shares or other equity interestsconvertible securities of the Company other than shares of capital stock issued pursuant to outstanding stock options exercised in the ordinary course of business substantially in accordance with past practice or (ii) any other securities in respect of, in lieu of, or split, combined, reclassified, repurchased or redeemed any in substitution for shares of its capital stock, membership interests, or other equity interestsstock of the Company outstanding on the date hereof; (hx) materially modified, changed or terminated incurred any Company Material ContractIndebtedness; (ixi) adopted a plan waived, canceled, compromised or agreement released any rights or claims of complete material value, whether or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganizationnot in the ordinary course of business; (jxii) changed (i) made any capital expenditures that aggregate in excess of $10,000 or (ii) failed to repair any of the tangible assets of the Company that is necessary or advisable to maintain such assets in good working order; (xiii) instituted or settled any claim or lawsuit; (xiv) except in the ordinary course of business and in a manner substantially consistent with its accounting principlespast practices, practices accelerated, postponed or methods except as required otherwise altered the timing of payment of any account receivable to or permitted by Law or GAAPany account payable from the Company; or (kxv) authorizedentered into any agreement, agreedor otherwise become obligated, resolved or committed to do any of the foregoingaction described in this Section 3.22(b).