Common use of Changes Clause in Contracts

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ ' business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ ' officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ ' contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ ' stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ ' assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateSeptember 30, 2006, except as disclosed in or any Exchange Act Filing or in any other Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, properties or operations or prospects, which, individually or in of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, hypothecation or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Statement Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (ia) any Any change in its or any of its Subsidiaries’ business, the assets, liabilities, financial condition (financial or otherwise)operations of the Company from that reflected in the Financial Statements, propertiesother than changes in the ordinary course of business, operations or prospects, which, none of which individually or in the aggregate, aggregate has had, had or could reasonably be is expected to have, have a Material Adverse EffectEffect on such assets, liabilities, financial condition, operations or prospects of the Company; (iib) any Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or its Subsidiaries’ officers, termination of employment of any such officer or key employees or groups of employeesemployee; (iiic) any Any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any Any damage, destruction or loss, whether or not covered by insurance, which that has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (ve) any Any waiver by it or any of its Subsidiaries the Company of a valuable right or of a material debt owed to it; (vif) any Any direct or indirect material loans made by it or any of its Subsidiaries the Company to any shareholder, employee, officer or director of its or any of its Subsidiaries’ stockholders, employees, officers or directorsthe Company, other than advances made in the ordinary course of business; (viig) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (viiih) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assetsthe Company; (ixi) any Any labor organization activity related to it or any of its Subsidiariesactivity; (xj) any Any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesthe Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any Any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xiil) any Any change in any material agreement to which it or any of its Subsidiaries the Company is a party or by which either it or any of its Subsidiaries is bound which, either individually which has had or in the aggregate, has had, or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (xiiim) any Any other event or condition of any character that, either individually or in the aggregatecumulatively, has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; or (xivn) any Any arrangement or commitment by it or any of its Subsidiaries the Company to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateMarch 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements2008, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, occurred or could reasonably be expected to have, a occur any of the following: (a) any Material Adverse EffectChange; (iib) any resignation or termination of any of its or its Subsidiaries’ officersofficer, key employees employee or groups of employeesemployees of the Corporation, any Subsidiary or any Owned Entity; (iiic) any material change, except in the ordinary course of business, in the contingent obligations of the Corporation, its Subsidiaries or any of its Subsidiaries’ contingent obligations Owned Entity by way of guarantyGuarantee, endorsement, indemnity, warranty or otherwiseother contractual arrangement; (ivd) any damage, destruction or loss, whether or not covered by insurance, which that has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (ve) any waiver by it the Corporation, any Subsidiary or any of its Subsidiaries Owned Entity of a valuable material right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viif) any material change increase in any compensation arrangement or agreement with any employee, officer, officer or director other than routine annual increases in compensation or stockholderpromotions or bonuses awarded in the ordinary course of business; (viiig) to the knowledge of the Corporation, any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor labour organization activity related to it the Corporation or any of its SubsidiariesSubsidiary; (xh) any debtIndebtedness, obligation or liability incurred, assumed or guaranteed by it the Corporation, any Subsidiary or any of its SubsidiariesOwned Entity, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xii) any sale, assignment or transfer of any Intellectual Property Proprietary Asset, other than the nonexclusive license by the Corporation, any Subsidiary or other intangible assetsany Owned Entity of such Proprietary Assets to customers, suppliers or contract manufacturers in the ordinary course of business consistent with past practices; (xiij) any change in any material agreement Material Contract to which it the Corporation, any Subsidiary or any of its Subsidiaries Owned Entity is a party or by which either it or any of its Subsidiaries is bound whichbound, either individually or in the aggregate, which change has had, had or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivk) any arrangement or commitment by it the Corporation, any Subsidiary or any of its Subsidiaries Owned Entity to do any of the acts described in subsection (i) through (xiii) of this Section 12(h)4.13.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateMarch 31, 2006, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any ------- Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director director, stockholder of the Company or stockholderany of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateSeptember 30, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements2016, there has not been: (ia) any change in its or any of its Subsidiaries’ business, the assets, liabilities, financial condition (financial or otherwise)operating results of the Buyer and its Subsidiaries, propertiesexcept changes in the ordinary course of business that have not caused, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Buyer Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, that would have a Buyer Material Adverse Effect; (vc) any waiver or compromise by it the Buyer or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vid) any direct satisfaction or indirect discharge of any lien, claim, or encumbrance or payment of any obligation by the Buyer or any of its Subsidiaries, except in the ordinary course of business and the satisfaction or discharge of which would not have a Buyer Material Adverse Effect; (e) any material loans made change to a material contract or agreement by it which the Buyer or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers their assets is bound or directors, other than advances made in the ordinary course of businesssubject; (viif) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viiig) any declaration resignation or payment termination of employment of any dividend officer of the Buyer; (h) any mortgage, pledge, transfer of a security interest in, or other distribution lien, created by the Buyer or any of its Subsidiaries, with respect to any of its material properties or assets, except liens for Taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Buyer’s or any of its Subsidiaries’ ownership or use of such property or assets; (ixi) any labor organization activity related loans or guarantees made by the Buyer or any of its Subsidiaries to it or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Buyer’s or any of its Subsidiaries’ capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Buyer or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Buyer Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or that could reasonably be expected to have, individually or result in the aggregate, a Buyer Material Adverse Effect; (xiiil) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Buyer or any of its Subsidiaries; (m) to the Buyer’s Knowledge, any other event or condition of any character thatcharacter, either individually other than events affecting the economy or in the aggregateBuyer’s industry generally, has had, or that could reasonably be expected to have, individually or result in the aggregate, a Buyer Material Adverse Effect; or (xivn) any arrangement or commitment by it the Buyer or any of its Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)3.15.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule Section 8.20 of Borrower’s Disclosure Schedule, with respect to this Agreement or to any of the Ancillary AgreementsBorrower, there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, managers, members, employees, managers, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, manager, director or stockholderequity holder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ixi) any labor organization activity related to it or any of its Subsidiariesit; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesit, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or other intangible assetsCollateral; (xiil) any change in any material agreement Material Contract to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)8.20.

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Securities Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise, other than (A) any Permitted Guarantees, or (B) any new licenses arising from the purchase of “off the shelf” or other standard products containing indemnification provisions protecting the licensor thereof; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its the assets of the Company or any of its Subsidiaries’ assetsSubsidiaries (for the sake of clarity, advances and repayments of intercompany loans and advances among the Company and its Subsidiaries are not such distributions); (ixi) any labor organization activity related to it the Company or any of its Subsidiaries; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and amounts, for current liabilities incurred in the ordinary course of business, and for Permitted Indebtedness and Permitted Guarantees; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ ' business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ ' officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ ' contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ ' stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ ' assets; (ixi) any labor organization activity related to it or any of its Subsidiaries; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xiil) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Except as set forth in Appendix H, Since September 30, 2020, the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any operations and business of the Ancillary Agreements, there has not been: (i) any change Borrower have been conducted in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except all respects only in the ordinary course of business, the Borrower has not entered into any transaction which was not in its or any the ordinary course of its Subsidiaries’ contingent obligations by way business and there has not been: (i) any material change in the assets, liabilities, financial condition or operating results of guaranty, endorsement, indemnity, warranty or otherwise; the Borrower; (ivii) any damage, destruction or loss, whether or not covered by insurance, which has hadto any of the material assets, properties, financial condition, operating results, prospects or could reasonably business of the Borrower (as such business is presently conducted and as it is proposed to be expected to have, individually or in the aggregate, a Material Adverse Effect; conducted); (viii) any waiver or compromise by it or any of its Subsidiaries the Borrower of a valuable right or of a material debt owed to it; ; (viiv) any direct satisfaction or indirect discharge of any lien, claim or encumbrance or payment of any obligation by the Borrower; (v) any change or amendment to a material loans made contract or arrangement by it which the Borrower or any of its Subsidiaries to any of its assets or any of its Subsidiaries’ stockholders, employees, officers properties are bound or directors, other than advances made in the ordinary course of business; subject; (viivi) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; shareholder of the Borrower; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xivii) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets of the Borrower; (viii) any resignation or termination of employment of any officer or key employee of the Borrower; (ix) any receipt of written notice that there has been a loss of, or material order cancellation by, any major customer of the Borrower; (x) any mortgage, pledge, transfer of a Security Interest in, or lien, created by the Borrower, with respect to any of its material properties or assets; , except liens for taxes not yet due or payable; (xi) any loans or guarantees made by the Borrower to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (xii) any change declaration, setting aside or payment or other distribution in respect of any material agreement to which it of the Borrower’s share capital, or any direct or indirect redemption, purchase or other acquisition of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; such share capital; (xiii) any other event or condition of any character thatthat might to the Borrower’s knowledge, either individually materially and adversely affect the assets, properties, financial condition, operating results or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any business of the acts described in subsection (i) through (xiii) of this Section 12(h)Borrower, as such business is presently conducted and as it is proposed to be conducted.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or lossloss to the Company's assets, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) to the Company's knowledge, any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) to the Company's knowledge, any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateExcept as set forth on Schedule 4.19, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince December 31, 1996, there has not been: (ia) any change in its the assets, liabilities, financial condition or operating results of the Company or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, whichexcept changes in the ordinary course of business that could not reasonably be expected, individually or in the aggregate, has had, or could reasonably be expected to have, have a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has had, or insurance that could reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect; (vc) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itit outside of the ordinary course of business or that otherwise could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (vid) any direct satisfaction or indirect material loans made discharge of any Lien or payment of any obligation by it the Company or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (e) any of its change or amendment to a contract or arrangement by which the Company or any of its Subsidiaries’ stockholdersSubsidiaries or any of their respective assets or properties is bound or subject that could reasonably be expected, employeesindividually or in the aggregate, officers or directors, to have a Material Adverse Effect; (f) other than advances made in the ordinary course of business; (vii) , any material change increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment employee of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party receiving compensation; (g) any events or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or circumstances that otherwise could reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; orand (xivh) any arrangement or commitment by it none of the Company or any of its Subsidiaries to do any of the acts described in subsection has (i) through declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock or equity interests, (xiiiii) incurred any indebtedness for money borrowed in excess of this Section 12(h)$20,000, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $20,000, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $20,000 in any one transaction or series of related transactions.

Changes. Since the Balance Sheet Date, except Except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or ------- to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateMay 31, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, 2009 there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, Any event that has had, had or could reasonably be expected to haveadversely affect the financial condition, a Material Adverse Effectbusiness, results of operations or prospects of the Company or any of its Subsidiaries in any material manner; (iib) any Any resignation or termination of any of its or its Subsidiaries’ officersexecutive officer, key employee or group of employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivc) any Any damage, destruction or loss, whether or not covered by insurance, which has had, with respect to the properties and assets of the Company or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectany of its Subsidiaries; (vd) any Any waiver or compromise by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itthem; (vie) any direct or indirect material Any loans made by it the Company or any of its Subsidiaries to any stockholder, employee, executive officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viif) any Any material change in any compensation arrangement or agreement with any employee, executive officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiig) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xh) Any labor organization activity related to the Company or any debt, obligation or liability of its Subsidiaries; (i) Any debt incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xij) any Any sale, mortgage, pledge, transfer, lease or other assignment or transfer of any Intellectual Property (as defined below) owned by the Company or other intangible assetsany of its Subsidiaries; (xiik) any Any material change in any material agreement to which it Material Contract; (l) Any sale, mortgage, pledge, transfer, lease or other assignment of any of the tangible assets of the Company or any of its Subsidiaries is a party or outside of the ordinary course of business; (m) Any capital expenditure by which either it the Company or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition excess of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect$10,000; or (xivn) any Any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any Section 8.20 of the Ancillary AgreementsBorrower’s Disclosure Schedule, with respect to Borrower, there has not been: (ia) any change in its or any of its Subsidiaries’ businessBusiness, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurancebyinsurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, managers, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, manager, officer, director or stockholderequity holder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ixi) any labor organization activity related to it or any of its Subsidiariesit; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesit, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or Collateral other intangible assetsthan Inventory in the ordinary course of business; (xiil) any change in any material agreement Material Contract to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)8.20.

Changes. Since the Balance Sheet Date, except Except as disclosed set forth in any Exchange Act Filing or in any Schedule to this Agreement or to any 5.17 of the Ancillary AgreementsAcquirer Disclosure Schedule, since the Financial Date, there has not been: (ia) any change in its the assets, liabilities, financial condition or operating results of Acquirer or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or Subsidiaries from that reflected in the aggregateAcquirer Financial Statements., has had, or could except changes in the ordinary course of business that would not reasonably be expected to have, result in a Acquirer Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has had, or could that would reasonably be expected to have, individually or result in the aggregate, a Acquirer Material Adverse Effect; (vc) any waiver by it Acquirer or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vid) any direct satisfaction or indirect material loans made discharge of any Encumbrance or payment of any obligation by it or any of its Subsidiaries to any of its Acquirer or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness and that would not reasonably be expected to result in a Acquirer Material Adverse Effect; (viie) any material change or amendment to a material contract or arrangement by which Acquirer, any of its Subsidiaries or any of their respective assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any key employee, officer, director or stockholder; (viiig) any declaration sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of any key officer of Acquirer or any of its Subsidiaries; and Acquirer, to the knowledge of the Acquirer, does not know of the impending resignation or termination of employment of any such officer; (i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Acquirer or any of its Subsidiaries; (j) any mortgage, pledge, transfer of a security interest in, or Encumbrance created by, Acquirer or any of its Subsidiaries with respect to any of their respective properties or assets, except liens for taxes not yet due or payable; (k) any loans or guarantees made by Acquirer or any of its Subsidiaries to or for the benefit of its employees, stockholders, officers, or directors, or any members of their immediate families, other than travel advances, other advances made in the ordinary course of business and loans in connection with the exercise of options; (l) any declaration, setting aside, or payment of any dividend or other distribution of the assets of Acquirer or any of its Subsidiaries in respect of any of the capital stock of Acquirer or any of its Subsidiaries’ assets; (ix) , or any labor organization activity related to it direct or indirect redemption, purchase, or other acquisition of any of such stock by Acquirer or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could that would reasonably be expected to havematerially and adversely affect the business, individually properties, prospects, or in the aggregatefinancial condition of Acquirer and its Subsidiaries, taken as a Material Adverse Effectwhole (as such business is presently conducted and as it is presently proposed to be conducted); or (xivn) any arrangement agreement or commitment by it Acquirer or any of its Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)5.17.

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any waiver by it resignation or termination of any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director key employee or stockholder; (viii) any declaration or payment group of any dividend or other distribution employees of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xc) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesmaterial change, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer in the contingent obligations of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it the Company or any of its Subsidiaries is a party by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by which either it or any of its Subsidiaries is bound which, either individually or in the aggregateinsurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiie) any waiver by the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (f) any direct or indirect loans made by the Company or any of its Subsidiaries to any stockholder, employee, officer or director of the Company or any of its Subsidiaries, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any key employee, officer, director or stockholder of the Company or any of its Subsidiaries; (h) any declaration or payment of any dividend or other distribution of the assets of the Company or any of its Subsidiaries; (i) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by the Company or any of its Subsidiaries in excess of a principal amount of $300,000 in the aggregate, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer of any material patents, trademarks, copyrights, trade secrets or other intangible assets owned by the Company or any of its Subsidiaries other than in the ordinary course of business; (l) any change in any material agreement to which the Company or any of its Subsidiaries is a party or by which either the Company or any of its Subsidiaries is bound which either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (m) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateMarch 31, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, 2002 there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilitiesdevelopment, condition (financial or otherwise), properties, operations circumstance which has had or prospects, which, individually or in the aggregate, has had, or could should reasonably be expected to have, have a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiib) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has hadmaterially and adversely affecting the assets, properties, financial condition, operating results or could reasonably be expected to have, individually business of the Company or in the aggregate, a Material Adverse Effectany of its Subsidiaries (as such business is presently conducted); (vc) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or any of its Subsidiaries, except in the ordinary course of business; (d) any waiver by it the Company or any of its Subsidiaries of a valuable material right or of a material debt owed to it; (vie) any direct change or indirect amendment to a material loans made contract or material arrangement by it which the Company, any of its Subsidiaries or any of its Subsidiaries to any of its assets or any of its Subsidiaries’ stockholdersproperties is bound or subject, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness which have not been in the aggregate materially adverse; (viif) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any employee or group of its Subsidiaries’ assets; (ixemployees who receive, in the aggregate, a material amount of cash, options and other remuneration under such arrangement(s) any labor organization activity related to it or agreement(s), of the Company or any of its Subsidiaries; (xg) any debtsale, obligation assignment, license or liability incurredtransfer of any patents, assumed trademarks, copyrights, trade secrets or guaranteed by it other intangible assets of the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred Subsidiaries other than non-exclusive licenses in the ordinary course of business; (xih) any sale, assignment resignation or transfer termination of employment of any Intellectual Property officer of the Company or other intangible assetsany of its Subsidiaries; and the Company does not know of the impending resignation or termination of employment of any such officer; (xiii) to the actual knowledge of any director or executive officer of the Company, receipt of notice that there has been a loss of, or order cancellation by, any major customer of the Company or any of its Subsidiaries; (j) any change in any material agreement to which it loans made by the Company or any of its Subsidiaries is a party to or by which either it for the benefit of its employees, officers or directors, or any members of its Subsidiaries is bound which, either their immediate families in excess of $250,000 individually or in the aggregate, has hadother than travel advances and other advances made in the ordinary course of its business, or could reasonably be expected any guarantees made by the Company or any of its subsidiaries to have, individually or for the benefit of any of the foregoing persons other than in the aggregate, a Material Adverse Effectordinary course; (xiiik) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct redemption, purchase or other acquisition of any of such stock by the Company or any of its Subsidiaries; (l) any other event or condition of any character that, either individually or in that the aggregate, has had, or could Company believes would reasonably be expected to have, individually or in the aggregate, cause a Material Adverse Effect; or (xivm) any arrangement agreement or commitment by it the Company or any of its Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)2.19.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries, except for the new employment agreement with Xxxx Xxxxxxxx, the Company’s CEO and President, a copy of which has been provided to the Purchaser; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) except for additional loan disbursements by Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Parent”) to the Company under those certain demand notes issued by the Company to the Parent (the “Parent Disbursements”), any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) except for the Parent Disbursements, any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except for (i) the Parent Disbursements, and (ii) those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it or any of its Subsidiaries the Company is a party or by which either it or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above as limited therein.

Changes. Since the Balance Sheet DateJune 30, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, 2009 there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, Any event that has had, had or could reasonably be expected to haveadversely affect the financial condition, a Material Adverse Effectbusiness, results of operations or prospects of the Company or any of its Subsidiaries in any material manner; (iib) any Any resignation or termination of any of its or its Subsidiaries’ officersexecutive officer, key employee or group of employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivc) any Any damage, destruction or loss, whether or not covered by insurance, which has had, with respect to the properties and assets of the Company or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectany of its Subsidiaries; (vd) any Any waiver or compromise by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itthem; (vie) any direct or indirect material Any loans made by it the Company or any of its Subsidiaries to any stockholder, employee, executive officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viif) any Any material change in any compensation arrangement or agreement with any employee, executive officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiig) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xh) Any labor organization activity related to the Company or any debt, obligation or liability of its Subsidiaries; (i) Any debt incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xij) any Any sale, mortgage, pledge, transfer, lease or other assignment or transfer of any Intellectual Property (as defined below) owned by the Company or other intangible assetsany of its Subsidiaries; (xiik) any Any material change in any material agreement to which it Material Contract; (l) Any sale, mortgage, pledge, transfer, lease or other assignment of any of the tangible assets of the Company or any of its Subsidiaries is a party or outside of the ordinary course of business; (m) Any capital expenditure by which either it the Company or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition excess of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect$10,000; or (xivn) any Any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since Except as described in the Balance Sheet DateAgreements listed at Schedule 4.7 (a), except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince June 30th, 2010, there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, Any event that has had, had or could reasonably be expected to haveadversely affect the financial condition, a Material Adverse Effectbusiness, results of operations or prospects of the Company or any of its Subsidiaries in any material manner; (iib) any Any resignation or termination of any of its or its Subsidiaries’ officersexecutive officer, key employee or group of employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivc) any Any damage, destruction or loss, whether or not covered by insurance, which has had, with respect to the properties and assets of the Company or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectany of its Subsidiaries; (vd) any Any waiver or compromise by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itthem; (vie) any direct or indirect material Any loans made by it the Company or any of its Subsidiaries to any stockholder, employee, executive officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viif) any Any material change in any compensation arrangement or agreement with any employee, executive officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiig) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xh) Any labor organization activity related to the Company or any debt, obligation or liability of its Subsidiaries; (i) Any debt incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xij) any Any sale, mortgage, pledge, transfer, lease or other assignment or transfer of any Intellectual Property (as defined below) owned by the Company or other intangible assetsany of its Subsidiaries; (xiik) any Any material change in any material agreement to which it Material Contract; (l) Any sale, mortgage, pledge, transfer, lease or other assignment of any of the tangible assets of the Company or any of its Subsidiaries is a party or outside of the ordinary course of business; (m) Any capital expenditure by which either it the Company or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition excess of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect$10,000; or (xivn) any Any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any Section 8.21 of the Ancillary AgreementsBorrower’s Disclosure Schedule, with respect to Borrower, there has not been: (ia) any change in its or any of its Subsidiaries’ businessBusiness, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, managers, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, manager, officer, director or stockholderequity holder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ixi) any labor organization activity related to it or any of its Subsidiariesit; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesit, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or Collateral other intangible assetsthan Inventory in the ordinary course of business; (xiil) any change in any material agreement Material Contract to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)8.20.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any 5% or greater stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder5% or greater stockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateJune 30, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, 2002 there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilitiesdevelopment, condition (financial or otherwise), properties, operations circumstance which has had or prospects, which, individually or in the aggregate, has had, or could should reasonably be expected to have, have a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiib) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has hadmaterially and adversely affecting the assets, properties, financial condition, operating results or could reasonably be expected to have, individually business of the Company or in the aggregate, a Material Adverse Effectany of its Subsidiaries (as such business is presently conducted); (vc) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or any of its Subsidiaries, except in the ordinary course of business; (d) any waiver by it the Company or any of its Subsidiaries of a valuable material right or of a material debt owed to it; (vie) any direct change or indirect amendment to a material loans made contract or material arrangement by it which the Company, any of its Subsidiaries or any of its Subsidiaries to any of its assets or any of its Subsidiaries’ stockholdersproperties is bound or subject, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness which have not been in the aggregate materially adverse; (viif) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any employee or group of its Subsidiaries’ assets; (ixemployees who receive, in the aggregate, a material amount of cash, options and other remuneration under such arrangement(s) any labor organization activity related to it or agreement(s), of the Company or any of its Subsidiaries; (xg) any debtsale, obligation assignment, license or liability incurredtransfer of any patents, assumed trademarks, copyrights, trade secrets or guaranteed by it other intangible assets of the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred Subsidiaries other than non-exclusive licenses in the ordinary course of business; (xih) any sale, assignment resignation or transfer termination of employment of any Intellectual Property officer of the Company or other intangible assetsany of its Subsidiaries; and the Company does not know of the impending resignation or termination of employment of any such officer; (xiii) to the actual knowledge of any director or executive officer of the Company, receipt of notice that there has been a loss of, or order cancellation by, any major customer of the Company or any of its Subsidiaries; (j) any change in any material agreement to which it loans made by the Company or any of its Subsidiaries is a party to or by which either it for the benefit of its employees, officers or directors, or any members of its Subsidiaries is bound which, either their immediate families in excess of $250,000 individually or in the aggregate, has hadother than travel advances and other advances made in the ordinary course of its business, or could reasonably be expected any guarantees made by the Company or any of its subsidiaries to have, individually or for the benefit of any of the foregoing persons other than in the aggregate, a Material Adverse Effectordinary course; (xiiik) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct redemption, purchase or other acquisition of any of such stock by the Company or any of its Subsidiaries; (l) any other event or condition of any character that, either individually or in that the aggregate, has had, or could Company believes would reasonably be expected to have, individually or in the aggregate, cause a Material Adverse Effect; or (xivm) any arrangement agreement or commitment by it the Company or any of its Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)2.19.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employeesSubsidiaries (that is not an Inactive Subsidiary); (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since To the Balance Sheet DateCompany’s knowledge, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince May 13, 2008, there has not been: (ia) any change in its or any of its Subsidiaries’ business, the assets, liabilities, financial condition (financial or otherwise), properties, operations or prospects, which, individually or in operating results of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material changeSCR-Tech Entities, except changes in the ordinary course of businessbusiness that have not caused, in its or any of its Subsidiaries’ contingent obligations by way of guarantythe aggregate, endorsement, indemnity, warranty or otherwisea Material Adverse Effect on the SCR-Tech Entities; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, that would have a Material Adverse EffectEffect on the SCR-Tech Entities; (vc) any waiver or compromise by it or any of its Subsidiaries the Company of a valuable right or of a material debt owed to itany of the SCR-Tech Entities; (vid) any direct satisfaction or indirect material loans made discharge of any lien, claim, or encumbrance or payment of any obligation by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholdersthe Company, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness and the satisfaction or discharge of which would not have a Material Adverse Effect on the SCR-Tech Entities; (viie) any material change in any compensation arrangement to a material contract or agreement with any employee, officer, director by which CoaLogix or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the SCR-Tech Entities or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it their assets is bound or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariessubject, except those for immaterial amounts and for current liabilities incurred changes in the ordinary course of businessbusiness that have not caused, in the aggregate, a Material Adverse Effect on the SCR-Tech entities; (xif) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of the material properties or assets of the SCR-Tech Entities, except (i) liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s or the SCR-Tech Entities’ ownership or use of such property or assets or (ii) as set forth on Section 2.11(f) of the Disclosure Schedule; (g) any sale, assignment or transfer of any Company Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or that could reasonably be expected to have, individually or result in the aggregate, a Material Adverse EffectEffect to the SCR-Tech Entities; (xiiih) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of any of the SCR-Tech Entities; or (i) except as set forth on Section 2.11(i) of the Disclosure Schedule, any other event or condition of any character thatcharacter, either individually other than events affecting the economy or in the aggregateCompany’s industry generally, has had, or that could reasonably be expected to haveresult in a Material Adverse Effect to the SCR-Tech Entities. To the Company’s knowledge, individually or since May 13, 2008 (x) the SCR-Tech Entities have carried on and operated their business in the aggregate, ordinary course of business and (y) the SCR-Tech Entities have not suffered a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any key officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property material patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Measurement Date, except as disclosed in any Exchange Act Filing or in any on Schedule to this Agreement or to any of the Ancillary Agreements6.10, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of any Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any key officer, key employee or group of key employees of any Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of any Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any express waiver by it any Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it any Company or any of its Subsidiaries to any equity holder, employee, officer or director of its any Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderequity holder of any Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or the assets of any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (xi) any labor organization activity related to any Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it any Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property patent, trademark, copyright, trade secret or other intangible assetsasset owned by any Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it any Company or any of its Subsidiaries is a party or by which either it any Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it any Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateNovember 29, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Company or any of its Eligible Subsidiaries, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any officer, key employee or group of employees of Company or any of its or its Eligible Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its the contingent obligations of Company or any of its Subsidiaries’ contingent obligations Eligible Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it Company or any of its Eligible Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it Company or any of its Eligible Subsidiaries to any stockholder, employee, officer or director of its Company or any of its Eligible Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the assets of Company or any of its Eligible Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Eligible Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it Company or any of its Eligible Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Eligible Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it Company or any of its Eligible Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateJune 30, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company, which, individually or in the aggregate, has had, had or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officersofficer, key employee or group of employees or groups of employeesthe Company; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries the Company of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries the Company to any stockholder, employee, officer or director of its or any of its Subsidiaries’ stockholders, employees, officers or directorsthe Company, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder that could reasonably be expected to have a Material Adverse Effect; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assetsthe Company; (ixi) to the best of the Company's knowledge, any labor organization activity related to it or any of its Subsidiariesthe Company; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesthe Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets;. (xiil) any change in any material agreement to which it or any of its Subsidiaries the Company is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries the Company to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateJune 30, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Company or any of its Subsidiaries, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any officer, key employee or group of employees of Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its the contingent obligations of Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it Company or any of its Subsidiaries to any stockholder, employee, officer or director of its Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the assets of Company or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it Company or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except Except as disclosed set forth in any Exchange Act Filing or in any Schedule to this Agreement or to any Section 2.18 of the Ancillary AgreementsDisclosure Schedule, since March 31, 2010, there has not been: (ia) any change in its or any of its Subsidiaries’ business, the assets, liabilities, condition (financial condition, prospects or otherwise), properties, operations of the Company or prospects, which, individually or the Subsidiaries from that reflected in the aggregateFinancial Statements, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except other than changes in the ordinary course of business, none of which individually or in its the aggregate has had or any is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of its the Company or the Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has hadmaterially adversely affecting the business, properties, operations, financial condition, or, to the Company’s actual knowledge, prospects of the Company or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectSubsidiaries; (vc) any waiver or compromise by it the Company or any of its the Subsidiaries of a valuable right or of a material debt owed to itthe Company or the Subsidiaries, respectively; (vid) any direct satisfaction or indirect discharge of any material loans made lien, claim, or encumbrance or payment of any obligation by it the Company or any of its Subsidiaries to any of its or any of its the Subsidiaries’ stockholders, employees, officers or directors, other than advances made except in the ordinary course of business; (viie) any sale, assignment, exclusive license or transfer of Intellectual Property or other assets; (f) any resignation or termination of employment of any key officer of the Company or the Subsidiaries, and the Company is not aware of any impending resignation or termination of employment of any such key officer; (g) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or the Subsidiaries; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or the Subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (i) any declaration, setting aside, or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company or the Subsidiaries; (j) any change in any material agreement to which the Company or the Subsidiaries is a party or by which the Company or the Subsidiaries is bound that materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company or the Subsidiaries; (k) any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations of the Company or the Subsidiaries; (l) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration stockholder of the Company or payment of any dividend or other distribution of its or any of its the Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivm) any arrangement agreement or commitment by it the Company or any of its the Subsidiaries to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)2.18.

Changes. Since the Balance Sheet DateMarch 31, 2005 , except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since Except as described in the Balance Sheet DateSEC Filings, except as disclosed in since March 31, 2011, there has not been any Exchange Act Filing event or in condition of any Schedule type that has had or would reasonably be likely to this Agreement have a material adverse effect on the business, financial condition or to any results of operations of the Ancillary AgreementsCompany and its subsidiaries, taken together as a whole. Except as described in the SEC Filings, since March 31, 2011, the respective businesses of the Company and each of its subsidiaries has been operated in the ordinary course consistent with past practices, and there has not been: (ia) any amendment or change to the Company’s certificate of incorporation or bylaws; (b) any material change in its the assets, liabilities, financial condition or operating results of the Company or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or subsidiaries from that reflected in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material changeSEC Filings, except for changes in the ordinary course of businessbusiness consistent with past practices; (c) any declaration or payment of any dividend, in its or any authorization or payment of any distribution, on any of the capital stock of the Company or any of its Subsidiaries’ contingent obligations subsidiaries (other than dividends by way any wholly-owned subsidiary of guarantythe Company to the Company or to another wholly-owned subsidiary of the Company), endorsement, indemnity, warranty or otherwiseany redemption or repurchase of any securities of the Company (other than in connection with the exercise of compensatory stock options); (ivd) any material damage, destruction or loss, whether or not covered by insurance, which has had, to any material assets or could reasonably be expected to have, individually properties of the Company or in the aggregate, a Material Adverse Effectany of its subsidiaries; (ve) any waiver by it the Company or any of its Subsidiaries subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct sale, assignment, exclusive license or indirect material loans made transfer by it the Company or any of its Subsidiaries to any subsidiaries of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in assets including any compensation arrangement or agreement with any employeematerial patents, officertrademarks, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debtcopyrights, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property trade secrets or other intangible assets; (xiig) any change in imposition of any material agreement to which it lien, claim, or encumbrance on any of the assets of the Company or any of its Subsidiaries is subsidiaries; (h) any receipt of notice that there has been a party loss of, or by which either it material order cancellation by, any major customer of the Company or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectsubsidiaries; or (xivi) any arrangement agreement or commitment by it or any of its Subsidiaries the Company to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)3.9.

Changes. Since the Balance Sheet DateExcept as set forth on Schedule 2.18, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince January 1, 2020, there has not been: (i) have been no events or circumstances of any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, kind that have had or could reasonably be expected to have, result in a Material Adverse Effect. Without limiting the generality of the foregoing, the Company has not: (a) modified any Contract listed (or required to be listed) on Schedule 2.12 or terminated any Contract that if not terminated would have been listed thereon; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) suffered any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, loss to any of its properties or assets (whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect); (vc) satisfied or discharged any waiver by it Lien or paid or incurred any Liability in excess of Twenty-Five Thousand Dollars ($25,000); (d) mortgaged, pledged, transferred a security interest in, or subjected to any Lien any of its properties or assets, except Liens for Taxes not yet due or payable and Liens that arise in the ordinary course of business and that do not materially impair its ownership or use of such property or assets; (e) entered into any loans or guarantees, to or for the benefit of its members, managers, employees or officers, or any of its Subsidiaries of a valuable right or of a material debt owed to ittheir respective Family Members; (vif) made (i) any direct filings, applications or indirect material loans made by it registrations with any Governmental Authority relating to COVID-19 or (ii) any of its Subsidiaries to other filings, applications or registrations with any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, Governmental Authority other than advances routine filings and registrations made in the ordinary course of business; (viig) sold, assigned, or transferred any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderCompany Intellectual Property; (viiih) purchased, sold, leased, exchanged or otherwise disposed of or acquired any declaration property or payment assets for which the aggregate consideration paid or payable is in excess of Twenty-Five Thousand Dollars ($25,000) in any dividend individual or other distribution series of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariestransactions, except those for immaterial amounts and for current liabilities incurred inventory in the ordinary course of business; (xii) changed its accounting practices or policies; (j) made or changed any saleTax election, assignment adopted or transfer changed any material Tax accounting method, settled or compromised any Tax claim or assessment, entered into any closing agreement in respect of Taxes, filed any amended Tax Return, or consented to the waiver or extension of the limitations period for any Tax claim or assessment; (k) disposed or agreed to dispose of any Intellectual Property material properties or other intangible assets; (xiil) any change in canceled or forgiven without fair consideration any material agreement Indebtedness or claims; (m) issued any equity interests; (n) granted options, warrants, calls or other rights to which it purchase or otherwise acquire its equity interests or other securities; (o) declared, set aside, made or paid any distribution in respect of its equity interests; (p) repurchased, redeemed or otherwise acquired any of its Subsidiaries is a party outstanding equity interests or by which either it other securities; (q) transferred, issued, sold or disposed of any of its Subsidiaries is bound which, either individually equity interests or in the aggregate, has hadother securities, or could reasonably be expected granted options, warrants, calls or other rights to have, individually purchase or in the aggregate, a Material Adverse Effectotherwise acquire any of its equity interests or other securities; (xiiir) commenced or settled any other event Legal Proceeding by it, or condition been given notice of the commencement or settlement of any character that, either individually or in the aggregate, has hadLegal Proceeding, or could reasonably be expected to havethe threat thereof, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by against it or relating to any of its Subsidiaries businesses, employees, properties or assets; (s) entered into, modified, or terminated any collective bargaining agreement or any other Contract with any workers’ representative organization, bargaining unit or Union representing or purporting or attempting to do represent any employees of the acts described in subsection (i) through (xiii) of this Section 12(h).Company;

Changes. Since Except as set forth on Schedule 12(h), since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Eligible Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Eligible Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Eligible Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Eligible Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Eligible Subsidiaries to any of its or any of its Eligible Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Eligible Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Eligible Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Eligible Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Eligible Subsidiaries is a party or by which either it or any of its Eligible Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Eligible Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable material right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Company or any of its Subsidiaries, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any officer, key employee or group of employees of Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its the contingent obligations of Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it Company or any of its Subsidiaries to any stockholder, employee, officer or director of its Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the assets of Company or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it Company or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since Except as set forth on Schedule 12(k), since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ executive officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, executive officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with it or any of its Subsidiaries and any key employee, executive officer, director or stockholder; (viii) any declaration or payment of any dividend (other than as set forth in Section 7(i)(ii) as to dividends in respect of shares of Series B Preferred Stock) or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h12(k).

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any on Schedule 4.8 to this Agreement or to any of the Ancillary AgreementsAgreement, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any Any change in its or any of its Subsidiaries’ business, the assets, liabilities, condition (financial condition, prospects or otherwise)operations of the Company, propertiesother than changes in the ordinary course of business, operations or prospects, which, none of which individually or in the aggregate, aggregate has had, had or could reasonably be expected to have, have a Material Adverse Effect; (iib) any Any resignation or termination of any of its or its Subsidiaries’ officersofficer, key employee or group of employees or groups of employeesthe Company; (iiic) any Any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any Any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (ve) any Any waiver by it or any of its Subsidiaries the Company of a valuable right or of a material debt owed to it; (vif) any Any direct or indirect material loans made by it or any of its Subsidiaries the Company to any stockholder, employee, officer or director of its or any of its Subsidiaries’ stockholders, employees, officers or directorsthe Company, other than advances made in the ordinary course of business; (viig) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viiih) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assetsthe Company; (ixi) any Any labor organization activity related to it or any of its Subsidiariesthe Company; (xj) any Any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesthe Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any Any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xiil) any Any change in any material agreement to which it or any of its Subsidiaries the Company is a party or by which either it or any of its Subsidiaries is bound whichwhich may materially and adversely affect the business, either individually assets, liabilities, financial condition, operations or in prospects of the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectCompany; (xiiim) any Any other event or condition of any character that, either individually or in the aggregatecumulatively, has had, or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; or (xivn) any Any arrangement or commitment by it or any of its Subsidiaries the Company to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Measurement Date, except as disclosed disclosed, in the case of TNEC, any Exchange Act Filing or or, in the case of each Company, in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of any Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of any Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of any Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it any Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it any Company or any of its Subsidiaries to any stockholder, employee, officer or director of its any Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of any Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or the assets of any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (xi) any labor organization activity related to any Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it any Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by any Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it any Company or any of its Subsidiaries is a party or by which either it any Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it any Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its the Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in ------- any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateDecember 31, 2006, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, except for equipment leasing through Commvest, LLC as previously consented to by Purchaser, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since Except as reflected in the Balance Sheet DateFinancial Statements provided to Parent, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any since the date of the Ancillary Agreementssuch Financial Statements, there has not been: (ia) any Any change in its or any of its Subsidiaries’ business, the assets, liabilities, financial condition (financial or otherwise)operations of the Company from that reflected in the Financial Statements, propertiesother than changes in the ordinary course of business consistent with past practice, operations or prospects, none of which, individually or in the aggregate, has had, had or could reasonably be expected to have, have a Material Adverse Effect; (iib) any Any resignation or termination of any key officers or employees of its or its Subsidiaries’ officers, key employees or groups of employeesthe Company; (iiic) any Any material change, except in the ordinary course of businessbusiness consistent with past practice, in its or any of its Subsidiaries’ the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any Any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any Any waiver by it or any of its Subsidiaries the Company of a valuable right or of a material debt owed to it; (vif) any Any direct or indirect material loans made by it or any of its Subsidiaries the Company to any stockholder, employee, officer or director of its or any of its Subsidiaries’ stockholders, employees, officers or directorsthe Company, other than advances made in the ordinary course of businessbusiness consistent with past practice; (viig) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company, except as set forth in Section 3.12(g) of the Company Disclosure Schedule; (viiih) any Any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assetsthe Company; (ixi) any Any labor organization activity related to it or any of its Subsidiariesactivity; (xj) any debtAny Indebtedness, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesthe Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of businessbusiness consistent with past practice; (xik) any Any sale, assignment assignment, transfer or transfer license of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company; (xiil) any Any change in any material agreement to which it or any of its Subsidiaries the Company is a party party, or by which either it or any of its Subsidiaries is bound whichbound, either individually or in the aggregate, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;; or (xiiim) Except as set forth in Section 3.12(m) of the Company Disclosure Schedule, to the knowledge of the Company, any other event or condition of any character that, either individually or in the aggregatecumulatively, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Section 8.21 of the Borrower’s Disclosure Schedule to this Agreement or Agreement, with respect to any of the Ancillary AgreementsBorrower, there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ixi) any labor organization activity related to it or any of its Subsidiaries; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or Collateral other intangible assetsthan Inventory in the ordinary course of business; (xiil) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)8.21.

Changes. Since the Balance Sheet Statement Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any Any change in its or any of its Subsidiaries’ business, the assets, liabilities, condition (financial condition, or otherwise)operations of the Company, propertiesother than changes in the ordinary course of business, operations or prospects, which, none of which individually or in the aggregate, aggregate has had, had or could would reasonably be expected to have, have a Material Adverse Effect; (ii) any Any resignation or termination of any officer or group of its or its Subsidiaries’ officers, key employees or groups of employeesthe Company; (iii) any Any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ the contingent obligations of the Company by way of amendment, modification, termination, guaranty, endorsement, indemnity, warranty or otherwise; (iv) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (v) Any damage, destruction or loss, whether or not covered by insurance, which that has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (vvi) any Any waiver or compromise by it or any of its Subsidiaries the Company of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any Any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesthe Company, except those for immaterial amounts not exceeding $200,000 and for current liabilities incurred in the ordinary course of business; (xiix) Any loan or guarantee made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances made in the ordinary course of business; (x) Any sale, assignment assignment, or exclusive license or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other material intangible assets; (xiixi) Any amendment to or termination or expiration of any change in any material agreement Material Contract to which it or any of its Subsidiaries the Company is a party or by which either it is bound; (xii) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its Subsidiaries is bound whichmaterial properties or assets, either individually or other than statutory liens resulting from taxes which have not yet become delinquent and liens that arise in the aggregate, has had, ordinary course of business and do not materially impair the Company’s ownership or could reasonably be expected to have, individually use of such property or in the aggregate, a Material Adverse Effectassets; (xiii) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (xiv) Any other event or condition of any character that, either individually or in the aggregatecumulatively, has had, had or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; or (xivxv) any Any arrangement or commitment by it or any of its Subsidiaries the Company to do any of the acts described in subsection subsections (i) through (xiiixiv) of this Section 12(h)above.

Changes. Since the Balance Sheet DateSeptember 30, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Company or any of its Subsidiaries, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any officer, key employee or group of employees of Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its the contingent obligations of Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it Company or any of its Subsidiaries to any stockholder, employee, officer or director of its Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the assets of Company or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it Company or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet DateDecember 31, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Company or any of its Subsidiaries, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any officer, key employee or group of employees of Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its the contingent obligations of Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it Company or any of its Subsidiaries to any stockholder, employee, officer or director of its Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the assets of Company or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it Company or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).subsection

Changes. Since the Balance Sheet DateMay 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Company or any of its Subsidiaries, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any officer, key employee or group of employees of Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its the contingent obligations of Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it Company or any of its Subsidiaries to any stockholder, employee, officer or director of its Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its the assets of Company or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Company or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it Company or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since During the Balance Sheet period from the Statement Date through the Effective Date, except as disclosed set forth in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements4.18 hereto, there has not been: (ia) any change in its or any of its Subsidiaries’ business, the consolidated assets, liabilities, financial condition (financial or otherwise)operating results of Issuer and its Subsidiaries, properties, operations or prospects, which, individually or except changes in the aggregate, has had, or could reasonably be expected to have, ordinary course of business that do not result in a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has had, or could that would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; (vc) any waiver or compromise by it Issuer or any of its Subsidiaries of a valuable contractual right with a contract value in excess of $250,000 individually or of a material debt Indebtedness of another Person owed to it; (vid) any direct satisfaction or indirect material loans made by it discharge of any Lien on the assets of Issuer or any of its Subsidiaries to or repayment of any Indebtedness of its Issuer or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made except in the ordinary course of businessbusiness and the satisfaction or discharge of which would not reasonably be expected to have a Material Adverse Effect; (viie) any material change to a Material Agreement by which Issuer, any of its Subsidiaries, or their respective assets are bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viiig) any declaration resignation or payment termination of employment of any dividend officer or other distribution key employee of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it Issuer or any of its Subsidiaries; (xh) any debt, obligation Lien created by or liability incurred, assumed arising on any material properties or guaranteed by it assets of Issuer or any of its Subsidiaries, except those for immaterial amounts Permitted Liens; (i) any loans or guarantees made by Issuer or any of its Subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and for current liabilities incurred other advances made in the ordinary course of businessbusiness or which would constitute a Permitted Investment; (xij) any declaration, setting aside or payment or other distribution in respect of any of Issuer’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by Issuer; (k) any sale, assignment or transfer of any Intellectual Property or other intangible assetsthan licensing in the ordinary course of business; (xiil) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound whichIssuer’s knowledge, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character thatcharacter, either individually other than events affecting the economy or in the aggregateIssuer’s industry generally, has had, or that could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; or (xivm) any arrangement or commitment by it or any of its Subsidiaries Issuer to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h)4.18.

Changes. Since the Balance Sheet DateNovember 30, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateMarch 31, 2005, except as disclosed in on Schedule 4.8 or any Exchange Act Filing or in any other Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, properties or operations or prospects, which, individually or in of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, hypothecation or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, and after consummation of the transaction contemplated by the Share Exchange Documentation as disclosed in any Exchange Act Filings, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Patients or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of Patients or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of Patients or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it Patients or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it Patients or any of its Subsidiaries to any stockholder, employee, officer or director of its Patients or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of Patients or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it Patients or any of its Subsidiaries; (xi) any labor organization activity related to Patients or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it Patients or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by Patients or any of its Subsidiaries; (xiil) any change in any material agreement to which it Patients or any of its Subsidiaries is a party or by which either it Patients or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it Patients or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateExcept as set forth on Schedule 4.20, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince December 31, 1996, there has not been: (ia) any change in its the assets, liabilities, financial condition or operating results of the Company or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or Subsidiaries from that reflected in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material changeFinancial Statements, except changes in the ordinary course of businessbusiness that have not been, in its or any of its Subsidiaries’ contingent obligations by way of guarantythe aggregate, endorsement, indemnity, warranty or otherwisematerially adverse; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has hadmaterially and adversely affecting the assets, properties, financial condition, operating results or could reasonably be expected to have, individually business of the Company or in the aggregate, a Material Adverse Effectany of its Subsidiaries; (vc) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itit outside of the ordinary course of business or that otherwise could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (vid) any direct satisfaction or indirect material loans made discharge of any Lien or payment of any obligation by it the Company or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (e) any of its change or amendment to a contract or arrangement by which the Company or any of its Subsidiaries’ stockholdersSubsidiaries or any of their respective assets or properties is bound or subject that could reasonably be expected, employeesindividually or in the aggregate, officers or directors, to have a Material Adverse Effect; (f) other than advances made in the ordinary course of business; (vii) , any material change increase in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment employee of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party receiving compensation in excess of $50,000 annually; (g) any events or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or circumstances that otherwise could reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; or (xivh) any arrangement or commitment by it none of the Company or any of its Subsidiaries to do any of the acts described in subsection has since December 31, 1996 (i) through declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock or equity interests, (xiiiii) incurred any indebtedness for money borrowed in excess of this Section 12(h)$20,000, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $20,000, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $20,000 in any one transaction or series of related transactions.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) except for additional loan disbursements by Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Parent”), to the Company under those certain demand notes issued by the Company to the Parent (the “Parent Disbursements”), any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) except for the Parent Disbursements, any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except for (i) the Parent Disbursements, and (ii) those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it;; . 07/08/2005 17 (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;; Security and Purchase Agreement (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule 8.21 hereto, with respect to this Agreement or to any of the Ancillary AgreementsBorrower, there has not been: (ia) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, managers, members, employees, managers, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, manager, director or stockholderequity holder; (viiih) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ixi) any labor organization activity related to it or any of its Subsidiariesit; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiariesit, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property or Collateral other intangible assetsthan Inventory in the ordinary course of business; (xiil) any change in any material agreement Material Contract to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)8.21.

Changes. Since the Balance Sheet DateJuly 31, 2004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (ia) any change in its the Company's or any of its Subsidiaries’ ' business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (iib) any resignation or termination of any of its the Company's or its Subsidiaries’ ' officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the Company's or any of its Subsidiaries’ ' contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company's or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any of its or any of its Subsidiaries’ ' stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viiih) any declaration or payment of any dividend or other distribution of its the Company's or any of its Subsidiaries’ ' assets; (ixi) any labor organization activity related to it the Company or any of its Subsidiaries; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)12.8.

Changes. Since the Balance Sheet DateStatement Date and up to the Closing, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of contemplated by the Ancillary AgreementsTransaction Documents, there has not been: (i) any change in its or any of its Subsidiaries’ business, the assets, liabilitiesLiabilities, financial condition (financial or otherwise), properties, operations or prospects, which, individually or of any Group Member from that reflected in the aggregateLatest Financial Statements, has had, or could reasonably be expected to have, a Material Adverse Effectother than changes in the Ordinary Course of Business; (ii) any resignation waiver by any Group Member of a right or termination of any of its or its Subsidiaries’ officers, key employees or groups of employeesa debt owed to it; (iii) any material change, except in the ordinary course incurrence of business, in its or commitment to incur any of its Subsidiaries’ contingent obligations Indebtedness for money borrowed by way of guaranty, endorsement, indemnity, warranty or otherwiseany Group Member; (iv) any satisfaction or discharge of any Lien or payment of any obligation by any Group Member; (v) any Lien created by any Group Member with respect to any of its properties or assets, other than such Liens created in the Ordinary Course of Business; (vi) any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any Group Member), corporation, partnership, joint venture or other entity; (vii) any declaration, setting aside or payment or other distribution in respect of any Group Member’s Equity Securities, or any direct or indirect redemption, purchase or other acquisition of any such Equity Securities by such Group Member (including without limitation, any warrants, options or other rights to acquire capital stock or other Equity Securities); (viii) any failure by the Group to carry on the Business in the Ordinary Course of Business; (ix) any damage, destruction or loss, whether or not covered by insurance, which has hadadversely affecting the assets, properties, financial condition, operation or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment business of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its SubsidiariesGroup Member; (x) any debt, obligation charitable contributions or liability incurred, assumed or guaranteed pledges by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of businessGroup Member; (xi) any salecapital expenditures or commitments therefor by any Group Member, assignment other than such capital expenditure or transfer commitments made in the Ordinary Course of any Intellectual Property or other intangible assetsBusiness; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either which individually or in the aggregateaggregate might adversely affect the assets, has hadproperties, financial condition, operating results or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbusiness of any Group Member; orand (xivxiii) any arrangement agreement or commitment by it or any of its Subsidiaries Group Member to do any of the acts described in subsection (i) through (xiii) of this Section 12(h)Paragraph 11, that, in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

Changes. Since the Balance Sheet DateMarch 31, 2005, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateSeptember 30, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet DateJune 30, 2004 , except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of Company, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officersofficer, key employee or group of employees or groups of employeesCompany; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ the contingent obligations of Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries Company of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries Company to any stockholder, employee, officer or director of its or any of its Subsidiaries’ stockholders, employees, officers or directorsCompany, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assetsCompany; (ix) any labor organization activity related to it or any of its SubsidiariesCompany; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its SubsidiariesCompany, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets other than in the ordinary course of business; (xii) any change in any material agreement to which it or any of its Subsidiaries Company is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivxiii) any arrangement or commitment by it or any of its Subsidiaries Company to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business;its (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment assignment, transfer, abandonment or transfer other disposition of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any key employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ ' business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, ' principal officers or key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ ' contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ ' stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ ' assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (vii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries to do any of the acts described in subsection (i) through (xiii) of this Section 12(h).. Security Agreement

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Securities Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise, other than (A) any Permitted Guarantees, or (B) any new licenses arising from the purchase of "off the shelf" or other standard products containing indemnification provisions protecting the licensor thereof; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its the assets of the Company or any of its Subsidiaries’ assetsSubsidiaries (for the sake of clarity, advances and repayments of intercompany loans and advances among the Company and its Subsidiaries are not such distributions); (ixi) any labor organization activity related to it the Company or any of its Subsidiaries; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and amounts, for current liabilities incurred in the ordinary course of business, and for Permitted Indebtedness and Permitted Guarantees; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Datedate of the Financial Statements, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary AgreementsPublic Disclosure Documents, there has not been:been:‌ (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which has hadmaterially and adversely affecting the business, properties, prospects, or could reasonably be expected to have, individually financial condition of the Company or in the aggregate, a Material Adverse Effectits Subsidiaries; (vii) any waiver or compromise by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viiiii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration holder of capital stock of the Company or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xiiv) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assets by the Company or its or its Subsidiaries; (v) any removal of any auditor or director or termination of any officer or other senior employee of the Company or its Subsidiaries; (vi) any extraordinary loss, whether or not covered by insurance, suffered by the Company or its Subsidiaries; (vii) any material shortage or any cessation or interruption in the shipment of any inventory, supplies or equipment used by the Company or its Subsidiaries; (viii) any resignation or termination of employment of any officer or key employee of the Company or its Subsidiaries that has not been disclosed in the Public Disclosure Documents; and the Company is not aware of any impending resignation or termination of employment of any officer or key employee of the Company or its Subsidiaries; (ix) any mortgage, pledge, transfer of a security interest in, or Lien, created by the Company or its Subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable, liens that arise in the ordinary course of business and do not materially impair the Company or its or its Subsidiaries ownership or use of such property or assets, or as disclosed in the Public Disclosure Documents; (x) any loans or guarantees made by the Company or its Subsidiaries to or for the benefit of an employee, officer or director, or any member of their immediate families; (xi) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound whichthe Company’s knowledge, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character thatcharacter, either individually other than events affecting the economy or in the aggregateCompany’s industry generally, has had, or that could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect; or (xivxiii) any arrangement or commitment by it or any of its Subsidiaries the Company to do any of the acts things described in subsection (i) through (xiii) of this Section 12(h9(s).

Changes. Since the Balance Sheet DateJanuary 31, 2005 , except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or in prospects of the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material change, except in the ordinary course of business, in its Company or any of its Subsidiaries’ contingent obligations by way of guaranty, endorsement, indemnity, warranty or otherwise; (iv) any damage, destruction or loss, whether or not covered by insurance, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vb) any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries; (c) any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Related Agreements, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of its Subsidiaries, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any officer, key employee or group of employees of the Company or any of its or its Subsidiaries’ officers, key employees or groups of employees; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries, except for the new employment agreement with Xxxx Xxxxxxxx, the Company’s CEO and President, a copy of which has been provided to the Purchaser; (viiih) any declaration or payment of any dividend or other distribution of its or any the assets of its Subsidiaries’ assets; (ix) any labor organization activity related to it the Company or any of its Subsidiaries; (xi) any labor organization activity related to the Company or any of its Subsidiaries; (j) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of its Subsidiaries; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries is a party or by which either it the Company or any of its Subsidiaries is bound which, NY483949.3 20389110047 06/07/2006 :lh 8 which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.

Changes. Since the Balance Sheet Date, except Except as disclosed set forth in any Exchange Act Filing or in any Schedule to this Agreement or to any 4.8(a) of the Ancillary AgreementsSeller Disclosure Schedule, since the date of the most recent Seller Financial Statements, there has not been: (i) any change in its or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, event which, individually or in the aggregate, has had, does have or could would reasonably be expected to have, have a Seller Material Adverse Effect; (ii) any resignation damage, destruction or termination loss of any of its a Purchased Asset (whether or its Subsidiaries’ officersnot covered by insurance), key employees which individually exceeds $20,000 or groups of employeesin the aggregate exceeds $50,000 in value; (iii) any material changeamendment, except in the ordinary course of business, in its modification or termination by Seller or any third party of its Subsidiaries’ contingent obligations by way of guarantyany material contract, endorsementagreement, indemnitylease, warranty license, permit or otherwiseother business arrangement with Seller relating to the Purchased Assets; (iv) any damagesale, destruction lease, exchange, mortgage, pledge, encumbrance, transfer or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (v) any waiver by it or other disposition of any of its Subsidiaries the property or assets of a valuable right or Seller, except payments of a material debt owed to it; (vi) any direct or indirect material loans made by it or any of its Subsidiaries to any of its or any of its Subsidiaries’ stockholders, employees, officers or directors, other than advances made current liabilities in the ordinary course of business; (viiv) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed created or guaranteed incurred by it or any of its SubsidiariesSeller, except those for immaterial amounts and for current liabilities incurred in the ordinary course of businessbusiness and obligations of consultants or advisors relating to the transactions contemplated by this Agreement; (vi) to the Knowledge of Seller, any act or omission to do any act which would cause the breach of any material term or material obligation applicable to Seller under any Assumed Contract; (vii) any execution, creation, amendment or termination of any material contract, agreement or license or any other transaction relating to the Purchased Assets, except in the ordinary course of business of Seller or except as otherwise agreed to in writing by REG, Buyer and Parent; (viii) any notice of any litigation or claim relating to the Purchased Assets; (ix) any waiver or release of any material right or claim with respect to the Purchased Assets; (x) any mortgage, pledge or other encumbrance on any Real Property or Purchased Asset other than Permitted Liens; (xi) any sale, assignment or transfer other transaction out of any Intellectual Property or other intangible assets;the ordinary and normal course of business of Seller relating to the Purchased Assets; or (xii) any change in any material agreement to which it or any of its Subsidiaries is a party or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xiv) any arrangement or commitment by it or any of its Subsidiaries Seller to do any of the acts described in subsection (i) through (xiii) of this Section 12(h)foregoing.

Changes. Since the Balance Sheet DateExcept as set forth on Schedule 4.20, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Ancillary Agreementssince December 31, ------- ------------- 1996, there has not been: (ia) any change in its the assets, liabilities, financial condition or operating results of the Company or any of its Subsidiaries’ business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects, which, individually or Subsidiaries from that reflected in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (ii) any resignation or termination of any of its or its Subsidiaries’ officers, key employees or groups of employees; (iii) any material changeFinancial Statements, except changes in the ordinary course of businessbusiness that have not been, in its or any of its Subsidiaries’ contingent obligations by way of guarantythe aggregate, endorsement, indemnity, warranty or otherwisematerially adverse; (ivb) any damage, destruction or loss, whether or not covered by insurance, which has hadmaterially and adversely affecting the assets, properties, financial condition, operating results or could reasonably be expected to have, individually business of the Company or in the aggregate, a Material Adverse Effectany of its Subsidiaries; (vc) any waiver by it the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itit outside of the ordinary course of business or that otherwise could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (vid) any direct satisfaction or indirect material loans made discharge of any Lien or payment of any obligation by it the Company or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (e) any of its change or amendment to a contract or arrangement by which the Company or any of its Subsidiaries’ stockholdersSubsidiaries or any of their respective assets or properties is bound or subject that could reasonably be expected, employeesindividually or in the aggregate, officers or directors, to have a Material Adverse Effect; (f) other than advances made in the ordinary course of business; (vii) , any material change increase in any compensation arrangement or agreement with any employee, officer, director or stockholder; (viii) any declaration or payment employee of any dividend or other distribution of its or any of its Subsidiaries’ assets; (ix) any labor organization activity related to it or any of its Subsidiaries; (x) any debt, obligation or liability incurred, assumed or guaranteed by it or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xi) any sale, assignment or transfer of any Intellectual Property or other intangible assets; (xii) any change in any material agreement to which it Company or any of its Subsidiaries is a party receiving compensation in excess of $50,000 annually; (g) any events or by which either it or any of its Subsidiaries is bound which, either individually or in the aggregate, has had, or circumstances that otherwise could reasonably be expected to haveexpected, individually or in the aggregate, a Material Adverse Effect; (xiii) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect; or (xivh) any arrangement or commitment by it none of the Company or any of its Subsidiaries to do any of the acts described in subsection has since December 31, 1996 (i) through declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock or equity interests, (xiiiii) incurred any indebtedness for money borrowed in excess of this Section 12(h)$20,000, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $20,000, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $20,000 in any one transaction or series of related transactions.

Changes. Since the Balance Sheet Date, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement Guaranty or to any of the Ancillary AgreementsDocuments, there has not been: (ia) any change in its or any of its Subsidiaries’ the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospectsprospects of the Company or any of the Guarantors, which, which individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iib) any resignation or termination of any of its or its Subsidiaries’ officersofficer, key employee or group of employees of the Company or groups any of employeesthe Guarantors; (iiic) any material change, except in the ordinary course of business, in its the contingent obligations of the Company or any of its Subsidiaries’ contingent obligations the Guarantors by way of guaranty, endorsement, indemnity, warranty or otherwise; (ivd) any damage, destruction or loss, whether or not covered by insurance, which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ve) any waiver by it the Company or any of its Subsidiaries the Guarantors of a valuable right or of a material debt owed to it; (vif) any direct or indirect material loans made by it the Company or any of its Subsidiaries the Guarantors to any stockholder, employee, officer or director of its the Company or any of its Subsidiaries’ stockholders, employees, officers or directorsthe Guarantors, other than advances made in the ordinary course of business; (viig) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of the Guarantors; (viiih) any declaration or payment of any dividend or other distribution of its the assets of the Company or any of its Subsidiaries’ assetsthe Guarantors; (ixi) any labor organization activity related to it the Company or any of its Subsidiariesthe Guarantors; (xj) any debt, obligation or liability incurred, assumed or guaranteed by it the Company or any of its Subsidiariesthe Guarantors, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (xik) any sale, assignment or transfer of any Intellectual Property patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by the Company or any of the Guarantors; (xiil) any change in any material agreement to which it the Company or any of its Subsidiaries the Guarantors is a party or by which either it the Company or any of its Subsidiaries the Guarantors is bound which, which either individually or in the aggregate, aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xiiim) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (xivn) any arrangement or commitment by it the Company or any of its Subsidiaries the Guarantors to do any of the acts described in subsection (ia) through (xiiim) of this Section 12(h)above.