MATERIAL ADVERSE CHANGE EVENT OF DEFAULT. Without limitation of the terms and conditions of the Loan Agreement, the occurrence of a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) a material impairment of the prospect of repayment of any portion of the Obligations or (iii) a material impairment of the value or priority of Silicon's security interests in the Collateral shall constitute an Event of Default under this Agreement. BORROWER: SYNC RESEARCH, INC. BY /s/ XXXXXXX XXXXXX ------------------------------- President or Vice President BY /s/ XXXXXXX X. XXXXXX ------------------------------- Secretary or Ass't Secretary SILICON: SILICON VALLEY BANK BY /s/ XXXXX XXXXXXX ------------------------------- TITLE Vice President ----------------------------

MATERIAL ADVERSE CHANGE EVENT OF DEFAULT. In addition to and without limitation of the Events of Defaults under this Agreement, any 4- SILICON VALLEY BANK AMENDED SCHEDULE TO LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- material adverse change in the business, assets or condition (financial or otherwise) of Borrower from the date hereof shall constitute an Event of Default hereunder. BORROWER:

MATERIAL ADVERSE CHANGE EVENT OF DEFAULT. In addition to and without limitation of the Events of Defaults under this Agreement, any material adverse change in the business, assets or condition (financial or otherwise) of Borrower from the date hereof shall constitute an Event of Default hereunder. BORROWER: KOFAX IMAGE PRODUCTS By [SIG] --------------------------------- PRESIDENT OR VICE PRESIDENT BY [SIG] --------------------------------- SECRETARY OR ASS'T SECRETARY SILICON: SILICON VALLEY BANK BY --------------------------------- TITLE VICE PRESIDENT ----------------------------- [LOGO] SILICON VALLEY BANK AMENDMENT TO LOAN AND SECURITY AGREEMENT BORROWER. KOFAX IMAGE PRODUCTS, INC. ADDRESS: 3 JEXXXX XXXXXX XXXXXX, XXXXXXXXXX 00000 XXTE: OCTOBER 31, 1996 THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY BANK ("Silicon") and the borrower named above (the "Borrower"). The Parties agree to amend the Loan and Security Agreement between them, dated February 28, 1992, as amended by that certain Amendment to Loan Agreement dated March 9, 1993, as amended by that certain Amendment to Loan Agreement dated October 10, 1994, as amended by that certain Amendment to Loan Agreement dated October 5, 1995, as amended by that certain Amendment to Loan Agreement dated January 20, 1996 (as amended, the "Loan Agreement"), as follows, effective on the date hereof. (Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan Agreement.)

Related to MATERIAL ADVERSE CHANGE EVENT OF DEFAULT

Material Adverse Change A Material Adverse Change occurs;
Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Material Adverse Effects Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.
No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.
Material Adverse Event The occurrence of a MATERIAL ADVERSE EVENT.
Material Adverse Effect The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.
No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.
Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

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