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<br />(c) my amendment of any rum of my outstanding security of the Company or my of its
<br />Subudiuiea (ben excluding in my event my amendment to the Rights Plan comempWed by Section SAS);
<br />(d) my incrnurs, assumption or guuantec by the Company or my of its Subsdium of my
<br />indebtedness for borrowed money other than in the ordinary course of business and in amounts and out
<br />terms consistent with past practices;
<br />(e) any creation or other iacmaence by the Comfy or my of its Subsidiaries of my Lien m my
<br />assn other than in the ordinary coma of business consistent with peat practices;
<br />(f) my making of my low. advance or capital contributions to or investment in my Person other
<br />thin loins, advances or capital contributions to or investments in its wholly -owned Subsidiaries made in
<br />the ordinary course of business coommem: with past practices;
<br />(g) my damage, destruction or other casualty loss (whether or not covered by insurance) affecting the
<br />business or assets of the Company or my of is Subsidiaries that her had or would reasonably be likely in
<br />have, individually or in the aggregate. a Material Adverse Effect w the Company;
<br />(h) my transaction or commimmm made. a my contract or apeement entered into, by the Company
<br />or my of is Subsidiaries relating m is asses or business (including the acquisition or disposition of my
<br />asses) or my relinquishment by the Company or my of is Subsidiaries of my contact or other right, in
<br />either case, material in the Company and is Subsidiaries, skin as a whole, other than mina ions and
<br />commitments in the ordinary course of busmen consistent with put practices and dense comeraplmd by
<br />this Agreement
<br />(i) my change in my method of accounting, method of tax accounting or acer rating principles or
<br />practice by the Company or my of its Subsidiaries, except for my such change required by resson of a
<br />concurrent change in GAAP or Regulauw S-X under the 1934 Act;
<br />0) any (1) grant of my severance or termination pay to (or amendment to my existing arrangement
<br />with) my direcmt officer or employee of the Company or any of its Subsidiaries (except fer my such
<br />grant prior to the date hereof in the ordinary course of business consistent with pan: practice and after the
<br />date bared permitted m be made pursuant to Section 7.01(ixi)). (ii) increase in benefits payable under my
<br />existing severance or ammunition pay policies oremploymem agreements, (iii) my entering ion my
<br />employment, deferred compensation or other similar agreement (or my amendment to my such existing
<br />agreemep with my director, officer ar employee of the Company or my of is Subsidiaries. (iv)
<br />establishment. adoption or amendment (except as required by applicable law) of my collective bargaining,
<br />boons. profit- sharing, thrift, pension, retirement, defurd compensation. compensation, stack option,
<br />restricted stock or other beoe& plan are arrangement covering my director, officer or employee of the
<br />Company or my of is Subsidiaries, or (v) increase in compensation, boom or other benefits payable to
<br />my director, officer or employee of the Company or my of its Subsidiaries. other Nan, in the ease of this
<br />clause (v), in the ordinary comae of business consistent with past practice;
<br />(k) my labor dispute, Other than mutim individual grievances, or, m the Company's knowledr- my
<br />activity or proceeding by a labor union or representative thereof to organise my employees of the
<br />Company or my of is Subsidiaries, or my lockouts, strikes, slowdowns, work stoppages or blots thereof
<br />by or with respect to such employua; or
<br />(1) my Ter etactim made or changed, my annual to accounting period changed, my method of to
<br />accounting adopted or changed, my amended Tax Returns or claim. for Tax refunds filed, my closing
<br />agreement entered into, my Tax claim, audit or assessment settled, or my right m claim a Tax refund,
<br />offset or other induction in Tu liability smtederd.
<br />Section 5.11. Ne Undisclosed Marerid Lia&ilines. Iberia are no liabilities, commimsns or obligations
<br />of the Company or my of its Subddiaries of my kid whasmever, whether accrued coothigenr. absolute.
<br />determined, determinable or otherwise, ad them is no existing condition. situation or so of cireurmtsoCes that
<br />would reasonably be likely to result in such a liability. commences or obligation, other Nan:
<br />(a) liabilities. commitments or obligations disclosed and provided for in the Company Babace Sheet
<br />or in the Company SEC Documents, and
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