Common use of Absence of Certain Changes or Events Clause in Contracts

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practice, and there has not occurred (i) any event or change having individually or in the aggregate a Material Adverse Effect on Trenwick, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP")).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letterthereby, as disclosed in the Trenwick LaSalle SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick LaSalle SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick LaSalle SEC Reports, Trenwick LaSalle Holdings and its Subsidiaries have conducted their business in the ordinary course consistent with past practice, and there has not occurred (i) any event or change having individually or in the aggregate a Material Adverse Effect on TrenwickLaSalle Holdings, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickLaSalle Holdings's outstanding capital stock, other than regular quarterly dividends in an amount payable in cash not in excess of $1.0938 per Series A Preferred Share and quarterly dividends in an amount payable in cash not in excess of not more than $0.26 0.375 per share on the Trenwick Shares LaSalle Holdings Share, Voting Share and Non-Voting Share and dividends paid by wholly owned subsidiariesSubsidiaries, (iii) (A) any granting by Trenwick LaSalle Holdings or any of its Subsidiaries to any current or former director or officer of Trenwick LaSalle Holdings or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick LaSalle Holdings or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick LaSalle Holdings or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick LaSalle Holdings or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick LaSalle Holdings or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP")).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Buyer SEC Reports filed and publicly available prior to or in Section 4.6 of the date of this Agreement (the "Filed Trenwick SEC Reports") Buyer Disclosure Schedule, since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsBuyer Balance Sheet, Trenwick Buyer and its Subsidiaries have conducted their business respective businesses only in the ordinary course and in a manner consistent with past practice, and there has not occurred been (i) any event or change having individually or in the aggregate a Buyer Material Adverse Effect on TrenwickEffect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickBuyer's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (Aiv) (w) any granting by Trenwick Buyer or any of its Subsidiaries to any current or former director or officer of Trenwick Buyer or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent financial statements included in the Buyer SEC Reports, (Bx) any granting by Trenwick Buyer or any of its Subsidiaries to any such current or former director or officer of any stock options, except as was required under employment agreements in effect as of the date of the most recent financial statements included in the Buyer SEC Reports, (y) any granting by Buyer or any of its Subsidiaries to any officer of any increase in severance or termination pay pay, except as was required under any employment, severance or termination agreements, plans or arrangements in effect as of the date of the most recent financial statements included in the Buyer SEC Reports or (Cz) any entry by Trenwick Buyer or any of its Subsidiaries into, or any amendments of, into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director or officer, (ivv) any change in accounting methods, principles or practices having a material adverse effect on Buyer, except insofar as may have been required by a change in GAAP, (vi) any tax election that individually or in the aggregate would have a Buyer Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityEffect, or (vvii) any change in accounting methods, principles settlement of pending or practices by Trenwick threatened litigation involving Buyer or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted (whether brought by a change in applicable accounting principles (including statutory accounting practices ("SAP"))private party or a Governmental Entity) other than any settlement which is not reasonably likely to have a Buyer Material Adverse Effect.

Absence of Certain Changes or Events. (a) Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Seller SEC Reports filed prior to and publicly available prior including the date of this Agreement, since September 30, 2004 to the date of this Agreement (Agreement, Seller and the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its Seller Subsidiaries have conducted their business businesses only in the ordinary course and in a manner consistent with past practicepractice and, except as disclosed in the Seller SEC Reports filed prior to and including the date of this Agreement, since September 30, 2004 to the date of this Agreement, there has not occurred been (i) any event or change having individually or in the aggregate financial condition, results of operations or business of Seller and any of the Seller Subsidiaries having a Material Adverse Effect on TrenwickSeller and the Seller Subsidiaries, taken as a whole, (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of Seller or any of the Seller Subsidiaries having a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole, (iii) any change by Seller in its accounting methods, principles or practices, except for any change required by reason of a concurrent change to GAAP or Regulation S-X promulgated by the SEC, (iv) any revaluation by Seller of any of its assets in any material respect, (v) any declaration, setting aside or payment of any dividend dividends or distributions in respect of shares of Seller Common Stock or any redemption, purchase or other distribution (whether in cash, stock or property) with respect to acquisition of any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick its securities or any of its Subsidiaries the securities of any Seller Subsidiary, except pursuant to Seller repurchase rights arising upon an individual’s termination of service with Seller or any current or former director or officer of Trenwick or its Subsidiaries of Seller Subsidiary, (vi) any increase in the wages, salaries, compensation, bonus pension, or other benefitsfringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of January 1, 2004, grant of any severance or termination pay, the entry into of any contract to make or grant any severance or termination pay, or the payment of any bonus, except for normal increases in the ordinary course of businessand in a manner consistent with past practices or pursuant to agreements outstanding on such date, (Bvii) any granting by Trenwick strike, work stoppage or any of its Subsidiaries to any such current or former director or officer slow-down, (viii) the execution of any increase in severance collective bargaining agreement, contract or termination pay other agreement or (C) any entry by Trenwick understanding, to which Seller is a party, with a labor union or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityorganization, or (vix) to the knowledge of Seller, any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))union organizing activities.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick FNF SEC Reports Documents filed and publicly available prior to the date of this Agreement (the "Filed Trenwick FNF SEC ReportsDocuments") or in Section 3.1(e) of the FNF Disclosure Schedule or in connection with the transactions contemplated hereby, since the date of the most recent audited financial statements included in the Filed Trenwick FNF SEC ReportsDocuments, Trenwick and FNF has conducted its Subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and there has not occurred been (i) any event change, circumstance, effect, event, development or change having occurrence that, individually or in the aggregate a aggregate, has had or would reasonably be expected to have an FNF Material Adverse Effect on TrenwickEffect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickFNF's outstanding capital stock (except for ordinary quarterly cash dividends), (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iiiiv) (Ax) any granting by Trenwick FNF to any of the President, the Chief Executive Officer, the Chief Financial Officer, the General Counsel or any Executive Vice President (the "Executive Officers") of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries FNF of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed FNF SEC Documents, (By) any granting by Trenwick or any of its Subsidiaries FNF to any such current or former director or officer Executive Officer of any increase in severance or termination pay pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed FNF SEC Documents or (Cz) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, FNF into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, Executive Officer or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries FNF materially affecting their its assets, liabilities Liabilities or business, except insofar as may have been required or permitted by a change in applicable generally accepted accounting principles (including statutory accounting practices ("SAP"))principles.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Company SEC Reports Documents filed and publicly available prior to the date of this Agreement (the "Filed Trenwick Company SEC ReportsDocuments") or in Section 3.2(e) of the Company Disclosure Schedule or in connection with the transactions contemplated hereby, since the date of the most recent audited financial statements included in the Filed Trenwick Company SEC ReportsDocuments, Trenwick the Company and each Company Subsidiary has conducted its Subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and there has not occurred been (i) any event change, circumstance, effect, event, development or change having occurrence that, individually or in the aggregate aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on TrenwickEffect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwickthe Company's outstanding capital stock (except for ordinary quarterly cash dividends), (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iiiiv) (Ax) any granting by Trenwick the Company or any of its Subsidiaries Company Subsidiary to any current or former director or officer Executive Officers of Trenwick or its Subsidiaries the Company of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents, (By) any granting by Trenwick the Company or any of its Subsidiaries Company Subsidiary to any such current or former director or officer Executive Officer of the Company of any increase in severance or termination pay pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents or (Cz) any entry by Trenwick the Company or any of its Subsidiaries into, or any amendments of, subsidiaries into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in Executive Officer of the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, Company or (v) any change in accounting methods, principles or practices by Trenwick the Company or any of its Subsidiaries Company Subsidiary materially affecting their its assets, liabilities Liabilities or business, except insofar as may have been required or permitted by a change in applicable generally accepted accounting principles (including statutory accounting practices ("SAP"))principles.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, the Plans, the Stock Option Agreements and Agreement or the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letterhereby, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsDecember 31, Trenwick 1997, Crestar and its Subsidiaries subsidiaries have conducted their business only in the ordinary course consistent with past practiceor as disclosed in any Crestar SEC Reports, and there has not occurred been (i1) any change or event or change having individually or in the aggregate a Material Adverse Effect on TrenwickCrestar, (ii2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, or property) with respect to any of TrenwickCrestar's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesCrestar Common Stock, (iii3) any split, combination or reclassification of any of Crestar's capital stock or any substitution for shares of Crestar's capital stock, except for issuances of Crestar's Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Crestar Option Plans, (4) except as set forth in the Crestar Disclosure Letter (A) any granting by Trenwick Crestar or any of its Subsidiaries subsidiaries to any current or former director director, executive officer or officer other key employee of Trenwick Crestar or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Crestar SEC Reports filed and publicly available prior to the date of this Agreement, (B) any granting by Trenwick Crestar or any of its Subsidiaries subsidiaries to any such current or former director director, executive officer or officer key employee of any increase in severance or termination pay pay, except in the ordinary course of business or pursuant to the Crestar Stock Option Plans, or (C) any entry by Trenwick Crestar or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director director, executive officer or officerkey employee, other than in the ordinary course of business, (iv5) except insofar as may have been disclosed in the Crestar SEC Reports or required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by Crestar materially affecting its assets, liabilities or business or (6) except insofar as may have been disclosed in the Crestar SEC Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))Effect.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, the Plans, the Stock Option Agreements and Agreement or the transactions contemplated hereby hereby, and thereby or except as described permitted by Section 4.1(b), since September 30, 1997, Interiors and its subsidiaries have conducted their business only in Section 3.5 of the Trenwick Disclosure Letter, ordinary course or as disclosed in the Trenwick any Interiors SEC Reports Document filed since such date and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practicehereof, and there has not occurred been (i) any event or material adverse change having individually or in the aggregate a Material Adverse Effect on TrenwickInteriors, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickInteriors's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) any split, combination or reclassification of any of Interiors's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Interiors's capital stock, except for issuances of Interiors Class A Common Stock, Interiors Class B Common Stock, or Interiors Preferred Stock upon conversion or redemption of Interiors Convertible Securities or the exercise of Interiors Employee Stock Options, in each case, awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(b), (Aiv)(A) any granting by Trenwick Interiors or any of its Subsidiaries subsidiaries to any current or former director director, executive officer or officer other key employee of Trenwick Interiors or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay in the ordinary course of businessbusiness or as was required under any employment agreements in effect as of September 30, 1997, (B) any granting by Trenwick Interiors or any of its Subsidiaries subsidiaries to any such current or former director director, executive officer or officer key employee of any increase in severance or termination pay pay, or (C) any entry by Trenwick Interiors or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any employment, deferred compensation, compensation consulting, severance, termination or indemnification agreement with any such current or former director director, executive officer or officerkey employee, (ivv) except insofar as may have been disclosed in Interiors SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "Interiors Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by Interiors materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the Interiors Filed SEC Documents, any tax election that individually or in the aggregate would have a Material Adverse Effect material adverse effect on Trenwick Interiors or any of its tax attributes or any settlement or compromise of any material income tax liability, liability or (vvii) any change in accounting methods, principles or practices action taken by Trenwick Interiors or any of its Subsidiaries materially affecting their assetsthe Interiors subsidiaries during the period from September 30, liabilities or business1997 through the date of this Agreement that, except insofar as may have been required or permitted by if taken during the period from the date of this Agreement through the Effective Time would constitute a change in applicable accounting principles (including statutory accounting practices ("SAP")breach of Section 4.1(b).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements Agreement and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letterhereby, as disclosed in the Trenwick SEC Reports Documents filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC ReportsDocuments") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsDocuments, Trenwick and its Subsidiaries subsidiaries have conducted their business in the ordinary course consistent with past practice, and there has not occurred (i) any event or change having individually or in the aggregate a Material Adverse Effect on Trenwick, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 .26 per share on the Trenwick Shares Common Stock and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick or any of its Subsidiaries subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick or any of its Subsidiaries subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP")).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described disclosed in Section 3.5 5.9 of the Trenwick MDI Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in MDI Reports (the Filed Trenwick SEC Reports"MDI Financial Statement Date"), Trenwick MDI and its the MDI Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and there has not occurred been (ia) any event or change having individually or in the aggregate which has had a MDI Material Adverse Effect on TrenwickEffect, nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in a MDI Material Adverse Effect, (iib) except for regular quarterly distributions not in excess of $.22 per share of MDI Common Stock, respectively (or, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT status), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesMDI Common Stock, (iii) (Ac) any granting by Trenwick split, combination or reclassification of the MDI Common Stock or any of its Subsidiaries to any current issuance or former director or officer of Trenwick or its Subsidiaries the authorization of any increase issuance of any other securities in compensationrespect of, bonus in lieu of or other benefitsin substitution for, except for normal increases or giving the right to acquire by exchange or exercise, shares of capital stock of MDI or partnership interests in the ordinary course MAB or any issuance of businessan ownership interest in, any MDI Subsidiary, (Bd) any granting damage, destruction or loss, whether or not covered by Trenwick insurance, that has or any of its Subsidiaries might reasonably be expected to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officerhave a MDI Material Adverse Effect, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (ve) any change in accounting methods, principles or practices by Trenwick MDI or any of its Subsidiaries MDI Subsidiary materially affecting their its assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable generally accepted accounting principles (including statutory accounting practices ("SAPGAAP")), or (f) any amendment of any employment, consulting, severance, retention or any other agreement between MDI or any Second Party Subsidiary and any officer or director of MDI or any MDI Subsidiary.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with or expressly permitted by this Agreement and the US BioEnergy Shareholders Agreement, since December 31, 2006, there has not been any Material Adverse Change in VeraSun. Except as contemplated by the PlansAgreement or the US BioEnergy Shareholders Agreement, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letterfrom December 31, as disclosed in the Trenwick SEC Reports filed and publicly available prior to 2006 through the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsAgreement, Trenwick VeraSun and its Subsidiaries have conducted their business only in the ordinary course consistent with past practiceof business, and since such date through the date of this Agreement there has not occurred been (i) any event or change having individually or in the aggregate a Material Adverse Effect on Trenwick, (ii1) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding VeraSun’s capital stock, (2) any split, combination or reclassification of any of VeraSun’s capital stock or any issuance or the authorization of any issuance of any other than regular quarterly cash dividends securities in respect of, in lieu of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesor in substitution for shares of VeraSun’s capital stock, (iii3) (A) any granting by Trenwick VeraSun or any of its Subsidiaries to any current or former director director, executive officer, other employee or officer independent contractor of Trenwick VeraSun or its Subsidiaries of any material increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of businessbusiness or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the VeraSun Filed SEC Documents, (B) any granting by Trenwick VeraSun or any of its Subsidiaries to any such current or former director director, executive officer, employee or officer independent contractor of any material increase in change in control, severance or termination pay or pay, (C) any adoption, termination, entry by Trenwick VeraSun or any of its Subsidiaries into, or any material amendments of, any employmentVeraSun Benefit Plan or VeraSun Benefit Agreement or (D) any material amendment to, deferred compensationor material modification of, consulting, severance, termination or indemnification agreement with any such current or former director or officerVeraSun Stock Award, (iv4) any tax election that damage, destruction or loss, whether or not covered by insurance, that, individually or in the aggregate would aggregate, has had or is reasonably likely to have a Material Adverse Effect on Trenwick VeraSun, (5) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by VeraSun or any of its Subsidiaries materially affecting the consolidated financial position or results of operations of VeraSun or (6) any tax election or any settlement or compromise of any income tax liability that, individually or in the aggregate, is reasonably likely to adversely affect the tax liability or tax attributes of VeraSun or any of its Subsidiaries in any material respect or any settlement or compromise of any material income tax liability. Neither VeraSun nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (vincluding any Contract relating to any transaction or relationship between or among VeraSun and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any change in accounting methodsmaterial transaction involving, principles or practices by Trenwick material liabilities of, VeraSun or any of its Subsidiaries materially affecting their assetsSubsidiaries, liabilities in VeraSun’s or business, except insofar as may have been required any of its Subsidiary’s financial statements or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))other VeraSun SEC Documents.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick MotivePower SEC Reports Documents filed and publicly available prior to the date of this Agreement Agreement, since December 31, 1998, (the "Filed Trenwick SEC Reports"A) since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick MotivePower and its Subsidiaries have conducted their business not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course consistent with past practice, and there has not occurred (i) any event of business or change having individually or in the aggregate that would have a Material Adverse Effect on TrenwickMotivePower, (iiB) MotivePower and its Subsidiaries have not sustained any declarationloss or interference with their business or properties from fire, setting aside flood, windstorm, accident or payment other calamity (whether or not covered by insurance) that has had or that would have a Material Adverse Effect on MotivePower, (C) there has been no change in the capital stock of MotivePower and no dividend or distribution of any dividend kind declared, paid or other distribution (whether in cash, stock or property) with respect to made by MotivePower on any class of Trenwick's outstanding capital its stock, other than regular quarterly cash dividends of (D) there has not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, been (iii) (Ay) any granting by Trenwick MotivePower or any of its Subsidiaries to any current executive officer or former director or officer of Trenwick or its Subsidiaries material modification of any increase in compensation, bonus severance or other benefits, except for normal increases in the ordinary course of business, termination benefits or (Bz) any granting entry by Trenwick MotivePower or any of its Subsidiaries to any such current into or former director or officer material modification of any increase in employment, severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or executive officer, (ivE) MotivePower and its Subsidiaries have not prepared or filed any tax election Tax Return inconsistent in any material respect with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, and (F) there has been no other event causing a Material Adverse Effect on MotivePower, nor any development that would, individually or in the aggregate would aggregate, have a Material Adverse Effect on Trenwick or any MotivePower. Set forth in Section 3.7 of its tax attributes or any settlement or compromise MotivePower Disclosure Letter is a description of any material income tax liabilitychanges, between December 31, 1998 and the date of this Agreement (excluding any intervening fluctuations between such dates), to the amount and terms of the indebtedness of MotivePower and its Subsidiaries as described in MotivePower's Annual Report on Form 10-K for the year ended December 31, 1998, as filed with the SEC (other than any changes in, or (v) any change in accounting methodsthe incurrence of, principles or practices by Trenwick indebtedness of MotivePower or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by with a change principal amount not in applicable accounting principles (including statutory accounting practices ("SAP")excess of $1,000,000).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed or reflected in the Trenwick Catellus SEC Reports Documents filed and publicly available with the SEC prior to the date of this Agreement (the "Filed Trenwick SEC Reports"or as disclosed in Schedule 2.1(f) since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsCatellus Disclosure Letter or as otherwise permitted by this Agreement (including any action or events permitted by Section 3.1), Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practicesince December 31, and 2004 there has not occurred been: (i) any event or change having individually or in the aggregate a Material Adverse Effect on Trenwick, (iiA) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock shares or property) with respect to any of Trenwick's outstanding Catellus’s capital stock, other than stock except for regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, Catellus Common Shares; (B) any granting by Trenwick amendment of any term of any outstanding equity security of Catellus or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or Catellus Subsidiary; (C) any entry repurchase, redemption or other acquisition by Trenwick Catellus or any Catellus Subsidiary of its Subsidiaries intoany outstanding shares of capital stock or other equity securities of, or any amendments ofother ownership interests in, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick Catellus or any of its tax attributes or any settlement or compromise of any material income tax liability, or Catellus Subsidiary; (vD) any change in any method of accounting methods, principles or practices by Trenwick accounting practice or any of tax method, practice or election by Catellus or any Catellus Subsidiary that would materially affect its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles Law or GAAP; (including statutory accounting practices E) any Catellus Material Adverse Effect; ("SAP"))F) any (1) amendment of any employment, consulting, severance, retention or other agreement between Catellus and any officer or director of Catellus; (2) grant of any severance or termination pay to any director or officer of Catellus or any Catellus Subsidiary; (3) entering into of any employment agreement with any director or officer of Catellus or any Catellus Subsidiary; (4) material increase in any benefits payable under any existing severance or termination pay policies or employment agreements; or (5) increase in compensation, bonus or other benefits payable to directors or officers of Catellus or any Catellus Subsidiary; (G) any incurrence, assumption or guarantee by Catellus or any Catellus Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business consistent with past practices; (H) any creation or assumption by Catellus or any Catellus Subsidiary of any Lien in an amount, individually or in the aggregate, in excess of $50 million on any asset other than in the ordinary course of business consistent with past practices; or (I) any making of any loan, advance or capital contribution to or investment in any Person in an amount exceeding $25 million or (ii) except for the issuance of awards under the Catellus Stock Option Plans and the issuance of Catellus Common Shares, any split, combination or reclassification of any of Catellus’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of, or in substitution for, or giving the right to acquire by exchange or exercise, capital stock or any issuance of an ownership interest in, any Catellus Subsidiary.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick SEC Reports filed First Franklin Securities Documents and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") other documents, and except as set forth on First Franklin Disclosure Schedule 3.07 since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsDecember 31, Trenwick 2009, First Franklin and its Subsidiaries have conducted their business not incurred any liability or obligation of any nature in an amount of $30,000 or greater (whether accrued, absolute, contingent or otherwise and whether due or to become due), except in the ordinary course of their business consistent with their past practicepractices, and nor has there has not occurred been (i) any event change in the business, assets, liabilities, condition (financial or change having otherwise), or results of operations of First Franklin or any of its Subsidiaries which has had, or is reasonably likely to have, individually or in the aggregate aggregate, a Material Adverse Effect on TrenwickFirst Franklin, and to the Knowledge of First Franklin, no fact or condition exists which is reasonably likely to cause such a Material Adverse Effect on First Franklin, (ii) any change by First Franklin or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by First Franklin’s independent accountants, (iii) any entry by First Franklin or any of its Subsidiaries into any contract or commitment of (A) more than $50,000 or (B) $30,000 per annum with a term of more than one year, other than loans and loan commitments in the ordinary course of business, (iv) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, respect of any capital stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick First Franklin or any of its Subsidiaries to or any current redemption, purchase or former director or officer other acquisition of Trenwick or any of its Subsidiaries securities, other than in the ordinary course of business consistent with past practice, (v) any increase in or establishment of any bonus, insurance, severance, deferred compensation, bonus pension, retirement, profit sharing, stock option (including without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other benefitsemployee benefit plan, except for normal increases or any other increase in the compensation payable or to become payable to any directors, officers or employees of First Franklin or any of its Subsidiaries, or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any action not in the ordinary course of business, (B) or in violation of any granting by Trenwick Regulatory Agreement, with respect to the compensation or employment of directors, officers or employees of First Franklin or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (Cother than customary annual wage increases consistent with past practice for employees other than executive officers), (vi) any entry material election made by Trenwick First Franklin or any of its Subsidiaries intofor federal or state income tax purposes, (vii) any material change in the credit policies or procedures of Franklin Savings, the effect of which was or is to make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any assets or properties (other than acquisitions and dispositions of real estate owned in the ordinary course of business), or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with contract for any such current acquisition or former director or officerdisposition entered into other than loans and loan commitments, (ivix) any tax election that individually material damage or loss to any asset or property of First Franklin or Franklin Savings, regardless of whether covered by insurance, (x) any amendment to First Franklin or Franklin Savings’ certificate, charters or bylaws, (xi) any delivery of notice of default under any Material Contract, (xii) any material lease of real or personal property entered into, other than in connection with foreclosed property or in the aggregate would have a Material Adverse Effect on Trenwick or any ordinary course of its tax attributes or any settlement or compromise of any material income tax liabilitybusiness consistent with past practice, or (vxiii) any change in accounting methods, principles or practices by Trenwick written communication with any Regulatory Authority or any of its Subsidiaries materially affecting their assetsoral communications with any Regulatory Authority related to examination matters that is not subsequently set forth in writing, liabilities in either case other than as set forth in Section 3.11(c) and other than communications that are distributed or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))made generally to regulated institutions.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in set forth on Section 3.5 3.8 of the Trenwick Disclosure LetterBioLite Schedule of Exceptions, as disclosed in the Trenwick SEC Reports filed and publicly available prior to since September 30, 2017, until the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsAgreement, Trenwick and except as contemplated by this Agreement, BioLite and each Subsidiary has conducted its Subsidiaries have conducted their business in the ordinary course consistent with past practice, practice and there has not occurred been (ia) any change, event or change having individually occurrence which has had or in the aggregate a would reasonably be expected to have BioLite Material Adverse Effect on Trenwick, Effect; (iib) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, property or property) with otherwise in respect to any of Trenwick's outstanding BioLite’s capital stock; (c) any redemption, repurchase or other acquisition of any shares of capital stock of BioLite (other than regular quarterly cash dividends in connection with the forfeiture or exercise of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesequity based awards, options in accordance with existing agreements or terms); (iii) (Ad) any granting by Trenwick or BioLite to any of its Subsidiaries to any current directors, officers or former director or officer of Trenwick or its Subsidiaries employees of any material increase in compensation, bonus compensation or other benefits, except for normal increases in the ordinary course of business, business consistent with past practice or that are required under any BioLite Plan; (Be) any granting to any director, officer or employee of the right to receive any severance or termination pay, except as provided for under any plan or agreement in effect prior to September 30, 2017; (f) any entry by Trenwick BioLite or any of its Subsidiaries to into any such current employment, consulting, indemnification, termination, change of control or severance agreement or arrangement with any present or former director director, officer or officer employee of BioLite, or any amendment to or adoption of any increase in severance BioLite Plan or termination pay or collective bargaining agreement; (Cg) any entry material change by Trenwick BioLite or any of its Subsidiaries intoin its accounting principles, except as may be required to conform to changes in statutory or any amendments of, any employment, deferred compensation, consulting, severance, termination regulatory accounting rules or indemnification agreement GAAP or regulatory requirements with any such current respect thereto; or former director or officer, (ivh) any tax election that individually or material change in the aggregate would have tax accounting period or method or settlement of a Material Adverse Effect on Trenwick material Tax claim or any assessment, in each case, relating to BioLite or a Subsidiary of its tax attributes BioLite, unless required by GAAP or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))Law.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as publicly disclosed in the Trenwick Hxxxxx United SEC Reports filed and publicly available with the SEC prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date hereof, or as set forth in Section 4.8 of the most recent audited financial statements included in the Filed Trenwick SEC ReportsHxxxxx United Disclosure Schedule, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practicesince December 31, and there 2004, (a) no event has not occurred (i) any event which has had or change having would reasonably be expected to have, individually or in the aggregate aggregate, a Material Adverse Effect on TrenwickHxxxxx United and (b) prior to the date hereof, neither Hxxxxx United nor any of its Subsidiaries has (i) effected or authorized any adjustment, split, combination or reclassification of any of its capital stock, or redeemed, purchased or otherwise acquired, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock or stock appreciation rights (except pursuant to the exercise of stock options); (ii) any declarationdeclared, setting set aside or payment of paid any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares Hxxxxx United Common Stock and dividends paid to the holders of trust preferred securities issued by wholly owned subsidiaries, affiliated trusts in accordance with the terms of such securities; (iii) (A) any granting by Trenwick sold, licensed, leased, encumbered, mortgaged, transferred, assigned or otherwise disposed of any of its Subsidiaries to material assets, properties or other rights or agreements other than in the ordinary course of business consistent with past practice; (iv) increased the compensation or fringe benefits of any current present or former director or officer of Trenwick Hxxxxx United or its Subsidiaries of any increase in compensation, bonus or other benefits, (except for normal increases in salary or wages of nonexecutive officers or employees in the ordinary course of businessbusiness consistent with past practice), or granted any severance or termination pay to any present or former director, officer or employee of Hxxxxx United or its Subsidiaries except in connection with terminations of employment of non-officer employees in the ordinary course of business consistent with past practice; (Bv) amended or terminated any granting by Trenwick Hxxxxx United Benefit Plan; (vi) made any material change in its policies and practices with respect to (x) underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service Loans or (y) hedging its Loan positions or commitments; (vii) made any changes in its accounting methods or method of Tax accounting, practices or policies; (viii) made or changed any material Tax election or settled or compromised any material Tax liability of Hxxxxx United or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay Subsidiaries; or (Cix) agreed to, or made any entry by Trenwick or commitment to, take any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))foregoing actions.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Acquiror SEC Reports Documents filed and publicly available with the SEC prior to the date of this Agreement (hereof or in SCHEDULE 3.2.6 to the "Filed Trenwick SEC Reports") Acquiror Disclosure Letter, since the date of the most recent audited financial statements included in the Filed Trenwick Acquiror SEC ReportsDocuments (the "Acquiror Financial Statement Date") to the date of this Agreement, Trenwick Acquiror and its the Acquiror Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and there has not occurred been (i) any event or change having individually or in the aggregate a that would have an Acquiror Material Adverse Effect on Trenwick(a "Acquiror Material Adverse Change"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in an Acquiror Material Adverse Change, (ii) except for regular quarterly dividends not in excess of $.595 per share of Acquiror Common Stock any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickAcquiror's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends any dividend required to be paid by wholly owned subsidiariespursuant to SECTION 2.2.4, (iii) (A) any granting by Trenwick split, combination or reclassification of any of Acquiror's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick capital stock or any issuance of its Subsidiaries to an ownership interest in any such current or former director or officer of any increase in severance or termination pay or (C) any entry Acquiror Subsidiary except as permitted by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, SECTION 4.2 after the date hereof (iv) any tax election damage, destruction or loss, whether or not covered by insurance, that individually has or in the aggregate would have a or is reasonably likely to have an Acquiror Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick Acquiror or any of its Subsidiaries materially affecting their assets, liabilities or businessAcquiror Subsidiary, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP")).GAAP. 3.2.7

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick SEC Reports Documents filed by Franklin since January 1, 2000 and publicly available prior to the date of this Agreement (the "Franklin Filed Trenwick SEC ReportsDocuments") or as disclosed in Franklin's Disclosure Letter attached hereto (the "Franklin Disclosure Letter"), since the date of the most recent audited financial statements included in the Franklin Filed Trenwick SEC ReportsDocuments, Trenwick Franklin and its Subsidiaries subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and there has not occurred been (i) any event or change having individually or in the aggregate which could reasonably be expected to have a Franklin Material Adverse Effect on Trenwick(including as a result of the consummation of the transactions contemplated by this Agreement), (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickFranklin's currently outstanding capital stock (other than the payment of regular cash dividends on Franklin's Convertible Preferred Stock in accordance with usual record and payment dates), (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iiiiv) (Ax) any granting by Trenwick Franklin or any of it subsidiaries to any director, officer or other employee or independent contractor of Franklin or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries subsidiaries of any increase in compensation, bonus compensation or other acceleration of benefits, except for normal increases in the ordinary course of businessbusiness consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Franklin Filed SEC Documents, (By) any granting by Trenwick Franklin or any of its Subsidiaries subsidiaries to any such current director, officer or former director other employee or officer independent contractor of any increase in, or acceleration of benefits in respect of, severance or termination pay, or pay in connection with any change of control of Franklin, except in the ordinary course of business consistent with prior practice or as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Franklin Filed SEC Documents or (Cz) any entry by Trenwick Franklin or any of its Subsidiaries into, or any amendments of, subsidiaries into any employment, deferred compensation, consulting, severance, change of control, or termination or indemnification similar agreement with any such current director, executive officer or former director other employee or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityindependent contractor, or (v) any change in accounting methods, principles or practices by Trenwick Franklin or any of its Subsidiaries subsidiaries materially affecting their its assets, liabilities liability or business, except insofar as may have been required or permitted by a change in applicable generally accepted accounting principles (including statutory accounting practices ("SAP"))principles.

Absence of Certain Changes or Events. Except for any liabilities incurred in connection with this Agreement, the Plans, the Stock Option Agreements and Agreement or the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letterhereby, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsDecember 31, Trenwick 1999, Target and its Subsidiaries subsidiaries have conducted their business only in the ordinary course consistent with past practiceor as disclosed in any Target SEC Reports, and there has not occurred been (i1) any change or event that has had, or change having individually or in the aggregate that could reasonably be expected to have, a Material Adverse Effect on TrenwickTarget or any Target Subsidiary, (ii2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, or property) with respect to any of TrenwickTarget's outstanding capital stock, other than regular quarterly cash dividends declared and paid in the ordinary course of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesbusiness consistent with past practice, (iii3) any split, combination or reclassification of any of Target's capital stock or any substitution for shares of Target's capital stock, except for issuances of Target's Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Target Option Plans, (4) except as set forth in Section 4.14 of the Target Disclosure Letter (A) any granting by Trenwick Target or any of its Subsidiaries Target Subsidiary, to any current or former director director, executive officer or officer other key employee of Trenwick Target or its Subsidiaries any Target Subsidiary of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness or as were required under any Employment/Consulting Agreements listed in Section 4.10 of the Target Disclosure Letter, (B) any granting by Trenwick Target or any of its Subsidiaries Target Subsidiary, to any such current or former director director, executive officer or officer key employee of any increase in severance or termination pay pay, or (C) any entry by Trenwick Target or any of its Subsidiaries Target Subsidiary, into, or any amendments amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director director, executive officer or officerkey employee, (iv5) any tax election that individually or except insofar as may have been disclosed in the aggregate would have a Material Adverse Effect on Trenwick Target SEC Reports or any of its tax attributes or any settlement or compromise of any material income tax liabilityrequired by GAAP, or (v) any change in accounting methods, principles or practices by Trenwick Target or any of its Subsidiaries Target Subsidiary, materially affecting their its assets, liabilities or business, business or (6) except insofar as may have been required disclosed in the Target SEC Reports, any tax election that individually or permitted by in the aggregate, has had, or could reasonably be expected to have, a change in applicable accounting principles (including statutory accounting practices ("SAP"))Material Adverse Effect.

Absence of Certain Changes or Events. Except as disclosed in connection with this Agreement, Schedule 3.1(g) to the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick AAC Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in of AAC (the Filed Trenwick SEC Reports"AAC Financial Statement Date") and to the date of this Agreement, Trenwick and its Subsidiaries but not thereafter with respect to clause (a) of this Section 3.1(g), the AAC Entities have conducted their business only in the ordinary course consistent with past practice, and there has not occurred been (ia) any event material adverse change in the business, financial condition or change having results of operations of the AAC Entities taken as a whole, that has resulted or would result, individually or in the aggregate a aggregate, in AAC Economic Losses (as defined in Section 6.2(a) below) of $8,000,000 or more (an "AAC Material Adverse Effect on TrenwickChange"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in an AAC Material Adverse Change, (iib) except for regular quarterly distributions of the AAC Common Stock and the AAC Preferred Stock covering the period through the Closing Date at a rate not to exceed in the aggregate on an annual basis 9% of the value of the capital accounts of the AACLP partners, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares AAC Common Stock and dividends paid by wholly owned subsidiariesAAC Preferred Stock, (iii) (Ac) any granting by Trenwick split, combination or reclassification of any AAC Common Stock and AAC Preferred Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its Subsidiaries to beneficial interest or any current or former director or officer issuance of Trenwick or its Subsidiaries of an ownership interest in, any increase in compensation, bonus or other benefits, AAC Entity except for normal increases in the ordinary course of businessas contemplated by this Agreement, (Bd) any granting damage, destruction or loss, whether or not covered by Trenwick insurance, that has or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officerwould have an AAC Material Adverse Effect, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (ve) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries AAC Entity materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in Schedule 3.1(g) to the AAC Disclosure Letter or required or permitted by a change in applicable accounting principles GAAP, or (including statutory accounting practices ("SAP"))f) any amendment of any employment, consulting, severance, retention or any other agreement between any AAC Entity and any officer or director of any AAC Entity, other than as provided in Section 4.1(k) of this Agreement.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Colonial SEC Reports filed and publicly available prior Documents or in Schedule 3.7 to the date of this Agreement Colonial Disclosure Letter, since December 31, 2003 (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports“Colonial Financial Statement Date”), Trenwick Colonial and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice(taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not occurred been (ia) any event circumstance, event, occurrence, change or change having individually or in the aggregate effect that has had a Colonial Material Adverse Effect on TrenwickEffect, nor has there been any circumstance, event, occurrence, change or effect that with the passage of time would reasonably be expected to result in a Colonial Material Adverse Effect, (iib) except for regular quarterly distributions not in excess of $0.675 per Colonial Common Share or Colonial OP Unit (subject to changes pursuant to Section 5.10 and to any Corresponding Colonial Dividends and Distributions paid pursuant to Section 1.13(d)(ii)), or the stated distribution rate for each Colonial Preferred Share or Colonial Preferred OP Unit (or, in each case, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT status), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock shares or property) with respect to any of Trenwick's outstanding capital stockColonial Common Shares, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Colonial OP Units, Colonial Preferred Shares and dividends paid by wholly owned subsidiariesor Colonial Preferred OP Units, (iii) (Ac) any granting by Trenwick split, combination or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries intoreclassification of, or any amendments issuance or the authorization of, or any employmentissuance of any other securities in respect of, deferred compensationin lieu of or in substitution for, consultingor giving the right to acquire by exchange or exercise, severanceshares of stock of Colonial or partnership interests in Colonial Partnership or any issuance of an ownership interest in, termination or indemnification agreement with any such current or former director or officerColonial Subsidiary, (ivd) any tax election damage, destruction or loss, whether or not covered by insurance, that individually has had or in the aggregate would reasonably be expected to have a Colonial Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (ve) any change made prior to the date of this Agreement in accounting methods, principles or practices by Trenwick Colonial or any of its Subsidiaries or Colonial Partnership or any of its Subsidiaries materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in the Colonial SEC Documents or required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))GAAP.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Apple Nine SEC Reports filed Documents, since the Financial Statement Date and publicly available prior to through the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsAgreement, Trenwick Apple Nine and its Subsidiaries have conducted their business respective businesses only in the ordinary course consistent with past practice, practices and there has not occurred been (i) any event or change having individually or in the aggregate a Material Adverse Effect on TrenwickApple Nine, nor has there been any occurrence or circumstance that, individually or in the aggregate, has had, or would with the passage of time reasonably be expected to result in, a Material Adverse Effect on Apple Nine, (ii) except for regular monthly distributions (in the case of Apple Nine) not in excess of the per share amount as set forth on Schedule 3.2(f) of the Apple Nine Disclosure Letter with customary record and payment dates, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any outstanding security of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesApple Nine or any Apple Nine Subsidiary, (iii) any split, combination or reclassification of any of Apple Nine’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its beneficial interest or any issuance of an ownership interest in, any Apple Nine Subsidiary except as contemplated by this Agreement, (Aiv) any granting by Trenwick or any issuance of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, Apple Nine Stock Options except for normal increases in the ordinary course of businessbusiness or restricted shares of the capital stock of Apple Nine, (Bv) any granting by Trenwick amendment of any term of any outstanding security of Apple Nine or any of its Subsidiaries to Apple Nine Subsidiary, (vi) any such current repurchase, redemption or former director other acquisition by Apple Nine or officer any Apple Nine Subsidiary of any increase in severance outstanding shares, stock or termination pay other securities of, or other ownership interests in, Apple Nine or any Apple Nine Subsidiary, (Cvii) any entry by Trenwick damage or destruction to or loss of any of its Subsidiaries intoApple Nine Properties, or any amendments ofnot covered by insurance, any employmentthat, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate aggregate, has or would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityApple Nine, or (vviii) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries change in any tax method or election that, individually or in the aggregate, has or would have a Material Adverse Effect on Apple Nine by Apple Nine or any Apple Nine Subsidiary materially affecting their its assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable GAAP or regulatory accounting principles principles, (ix) the entering into or amendment of any employment, consulting, severance, retention, change in control, tax gross-up, deferred compensation, special or stay bonus, or any other agreement between Apple Nine and any officer or any Apple Nine Subsidiary director or other employee or contractor of Apple Nine, (x) any increase in the amount of compensation, bonus or other benefits payable to any current or former director, trustee, officer or other employee (other than in the ordinary course of business consistent with past practices), of Apple Nine or its Subsidiaries, (xi) any grant of severance or termination pay or benefits (or any increase in the amount of such pay or benefits) to any current or former director, trustee, officer or other employee of Apple Nine or its Subsidiaries that would be payable at or after the Effective Time, (xii) any material incurrence, assumption or guarantee by Apple Nine or Apple Nine Subsidiary of any indebtedness, (xiii) any creation or assumption by Apple Nine or any Apple Nine Subsidiary of any Lien in an amount, individually or in the aggregate, in excess of $500,000 on any asset, (xiv) any material commitment, contractual obligation (including statutory accounting practices any Apple Nine Franchise Agreement or any Apple Nine Management Agreement Documents, any lease ("SAP"capital or otherwise) or any letter of intent)), borrowing, guaranty, capital expenditure (outside the ordinary course) or transaction entered into by Apple Nine or by any Apple Nine Subsidiary, or (xv) any making of any material loan, advance or capital contribution to or investment in any Person.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in Section 5.7 of the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") Disclosure Schedule, since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and Most Recent Balance Sheet Razorfish has conducted its Subsidiaries have conducted their business only in the ordinary course consistent with past practice(subject to matters related to this Agreement and similar activities relating to a possible sale of Razorfish), and since the date of the Most Recent Balance Sheet, there has not occurred (i) any event or change having individually or in the aggregate a been no Material Adverse Effect on TrenwickRazorfish's business. Without limiting the generality of the foregoing, except as set forth in Section 5.7 of the Disclosure Schedule, there has not been since the date of the Most Recent Balance Sheet, any (i) transaction entered into by Razorfish not in the ordinary course of business, which is Material; (ii) sale, transfer or other disposition or subjection to any Lien of any of the assets or properties of Razorfish (including the factoring or selling of accounts receivable), except for the sale of services and assets in the ordinary course of business; (iii) Material deviation from historical accounting and other practices in connection with the maintenance of Razorfish's books and records, except as may be required by law, regulation or GAAP; (iv) physical damage, casualty, destruction or loss to property or assets of Razorfish, whether or not covered by insurance, which has had or can reasonably be expected to have a Material Adverse Effect; (v) declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock on or property) with respect to the shares of capital stock of Razorfish, or any direct or indirect redemption, purchase or other acquisition of any of Trenwick's outstanding such shares or any split, combination or 24 of 57 CUSIP No. 755236 20 5 ----------- reclassification of shares of capital stockstock declared or made by Razorfish; (vi) increase in, prepayment or delay of, or any other than regular quarterly cash dividends of not more than $0.26 per share on Material change in, any payroll or payroll tax payment practices with respect to the Trenwick Shares and dividends paid compensation (including benefits) payable or to become payable by wholly owned subsidiaries, (iii) (A) any granting by Trenwick or Razorfish to any of its Subsidiaries to any current directors, officers, employees or former director agents, or officer of Trenwick or its Subsidiaries the making of any increase in compensation, bonus payment or other benefits, similar arrangement to or with any of them; (vii) cancellation of indebtedness due to Razorfish from others except for normal increases the write-off of accounts receivable in the ordinary course of businessbusiness consistent with past practice; (viii) Material obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) created or incurred, or any transaction, contract or commitment entered into, by Razorfish, other than such items created or incurred in the ordinary course of business and consistent with past practice; (Bix) Material change in the manner in which Razorfish collects accounts receivable, extends discounts or credits to customers or otherwise deals with customers; (x) waiver or release of any granting Material rights of Razorfish, except in the ordinary course of business and for fair value, or any lapse or other loss of a Material right of Razorfish to use its assets or conduct its businesses; (xi) commitments for or deferrals of any capital expenditures of Razorfish in excess of amounts budgeted; (xii) change in accounting policies by Trenwick Razorfish, except as may be required by law, regulation or GAAP; (xiii) Material change in Razorfish's policies with respect to the payment of commission arrangements, accounts payable or other current liabilities and the collection of accounts receivable, including, without limitation, any acceleration or deferral of the payment or collection thereof, as applicable (including, without limitation, any payment advances); (xiv) Material changes in the payment terms (including, without limitation, any advances) between Razorfish and any of its Subsidiaries to Material vendors; (xv) Material change in any such current marketing or former director advertising plans of Razorfish or officer any deferral of any increase in severance costs or termination pay expenditures with respect to such plans; (xvi) price discounts on Razorfish's services or products outside the ordinary course of business and consistent with past practice; or (Cxvii) any entry by Trenwick commitment or agreement to do any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))foregoing.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, the Plans, the Stock Option Agreements and Agreement or the transactions contemplated hereby since December 31, 2001, HUNAPU INC. and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed its subsidiaries have conducted their business only in the Trenwick SEC Reports filed ordinary course since such date and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practicehereof, and there has not occurred been (i) any event or material adverse change having individually or in the aggregate a Material Adverse Effect on TrenwickHUNAPU INC., (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickHUNAPU INC.'s outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) any split, combination or reclassification of any of HUNAPU INC.'s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of HUNAPU INC.'s capital stock, (Aiv)(A) any granting by Trenwick HUNAPU INC. or any of its Subsidiaries subsidiaries to any current or former director director, executive officer or officer other key employee of Trenwick HUNAPU INC. or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbenefit, (B) any granting by Trenwick HUNAPU INC. or any of its Subsidiaries subsidiaries to any such current or former director director, executive officer or officer key employee of any increase in severance or termination pay pay, or (C) any entry by Trenwick HUNAPU INC. or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any employment, deferred compensation, compensation consulting, severance, termination or indemnification agreement with any such current or former director director, executive officer or officerkey employee, (ivv) except insofar as may have been disclosed in HUNAPU INC. SEC Documents filed and publicly available prior to the date of this Agreement or required by a change in GAAP, any change in accounting methods, principles or practices by HUNAPU INC. materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the HUNAPU INC. SEC Documents, any tax election that individually or in the aggregate would have a Material Adverse Effect material adverse effect on Trenwick HUNAPU INC. or any of its tax attributes or any settlement or compromise of any material income tax liability, liability or (vvii) any change in accounting methods, principles or practices action taken by Trenwick HUNAPU INC. or any of its Subsidiaries materially affecting their assetsthe HUNAPU INC. subsidiaries during the period from December 31, liabilities or business2001 through the date of this Agreement that, except insofar as may have been required or permitted by if taken during the period from the date of this Agreement through the Effective Time would constitute a change in applicable accounting principles (including statutory accounting practices ("SAP")breach of Section 4.1(g).

Absence of Certain Changes or Events. Except in connection with this Agreementas set forth on Schedule 5.16, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsMost Recent LSG Balance Sheet, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practice, and there has not occurred (i) any event been no LSG Material Adverse Effect and no event, change, condition or change having circumstance which, individually or in the aggregate a aggregate, could reasonably be expected to have an LSG Material Adverse Effect on TrenwickEffect. Without limiting the generality of the foregoing, (ii) any declarationsince that date, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid except as expressly contemplated by wholly owned subsidiaries, (iii) (A) any granting by Trenwick or this Agreement: Neither LSG nor any of its Subsidiaries has made any cash distributions or capital expenditures, including to any current holder of its equity or former director for any such holder's direct or officer indirect benefit; Neither LSG nor any of Trenwick or its Subsidiaries has sold, leased, transferred, or assigned any of any increase in compensationits assets, bonus tangible or intangible, other benefits, except than for normal increases a fair consideration in the ordinary course of business; No Person (including LSG or any of its Subsidiaries) has accelerated, terminated, modified, or cancelled any Contract or license (Bor series of related 41 Contracts and licenses) any granting by Trenwick involving more than $10,000 to which LSG or any of its Subsidiaries is a party or is bound; Neither LSG nor any of its Subsidiaries has delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business; Neither LSG nor any of its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $10,000; Neither LSG nor any of its Subsidiaries has transferred, assigned, or granted any license or sublicense of any rights under or with respect to any such current Intellectual Property; Neither LSG nor any of its Subsidiaries has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; Neither LSG nor any of its Subsidiaries has made any loans or advanced any money or other property, to any employee, officer, independent contractor or other Person (except advances to employees in the ordinary course of business not in excess of $5,000 in the aggregate); Neither LSG nor any of its Subsidiaries has established, entered into, adopted, amended, modified or terminated any LSG Employee Plan or other arrangement that would be an LSG Employee Plan if it were in existence as of the date of this Agreement; Neither LSG nor any of its Subsidiaries has increased the compensation or fringe benefits of any present or former employee or director (except for increases in salary or officer wage rates in the ordinary cause of business); Neither LSG nor any increase in of its Subsidiaries has granted any severance or termination pay to any present employee or (C) any entry by Trenwick or director; Neither LSG nor any of its Subsidiaries into, has discharged a material liability or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in Encumbrance outside the aggregate would have a Material Adverse Effect on Trenwick or any ordinary course of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or business; and Neither LSG nor any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))has committed to any of the foregoing.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior Latest Ewinx Xxxance Sheet, to the date knowledge of this Agreement (the "Filed Trenwick SEC Reports") Ewinx Xxxckholders, since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsLatest Ewinx Xxxance Sheet, Trenwick and Ewinx xxx conducted its Subsidiaries have conducted their business only in the ordinary course consistent with past practice, thereof and there has not occurred been (iA) any material adverse change, event or change having individually or development in the aggregate business, financial condition or results of operations of Ewinx, xxken as a Material whole (a "EWINX XXXERIAL ADVERSE CHANGE"), nor has there been any occurrence or circumstance that with the passage of time could reasonably be expected to result in a Ewinx Xxxerial Adverse Effect on TrenwickChange, provided, however that the declaration or payment of any dividend or distribution of cash, property or other assets other than any interest of Ewinx xx any Partnership and the sale, mortgage, pledge, grant, dividend or other disposition, transfer or encumbrance of any property or assets of Ewinx xxxer than any interest of Ewinx xx any Partner shall not constitute a Ewinx Xxxerial Adverse Change, (iiB) any declaration, setting aside or payment of any dividend or other distribution (whether in cashof any interest of Ewinx xx any Partnership, stock or property) with respect to any of Trenwick's outstanding capital Ewinx'x xxxital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick split, combination or reclassification of any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officerEwinx'x xxxital stock, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (vD) any change in accounting methods, principles or practices by Trenwick or any of Ewinx xxxerially affecting its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been disclosed in the Latest Ewinx Xxxance Sheet or required or permitted by a change in applicable accounting principles GAAP, (including statutory accounting practices E) any sale, mortgage, pledge, grant, dividend or other disposition, transfer or encumbrance of any interest of Ewinx xx any Partnership, ("SAP"))F) any increase in the compensation payable or to become payable by Ewinx xx any officer, shareholder or key employee of Ewinx, xx any agreement therefor, (G) any change made or authorized in Ewinx'x Xxxicles of Incorporation or Code of Regulations, or (H) any loans or advances by or to Ewinx, xxher than renewals or extensions of existing indebtedness, uses of lines of credit and routine travel advances to its employees, in each case in the ordinary course of business.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Rio SEC Reports filed and publicly available prior to the date of this Agreement (or in Schedule 3.6 of the "Filed Trenwick SEC Reports") Rio Disclosure Schedule, since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsRio Balance Sheet, Trenwick Rio and its Subsidiaries have conducted their business businesses only in the ordinary course and in a manner consistent with past practicepractice and, and since such date, there has not occurred been (i) any event event, development, state of affairs or change having condition, or series or combination of events, developments, states of affairs or conditions, which, individually or in the aggregate aggregate, has had or is reasonably likely to have a Rio Material Adverse Effect on Trenwick, Effect; (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to Rio or any of its Subsidiaries which is reasonably likely to have a Rio Material Adverse Effect; (iii) any material change by Rio in its accounting methods, principles or practices of which Xxxxxx'x has not previously been informed; (iv) any revaluation by Rio of any of its assets which is reasonably likely to have a Rio Material Adverse Effect; (v) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the equity interests of Rio or of any of Trenwick's outstanding capital stockits Subsidiaries, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesSubsidiaries or any redemption, (iii) (A) any granting purchase or other acquisition by Trenwick Rio or any of its Subsidiaries to of any current securities of Rio or former director any of its Subsidiaries; (vi) any split, combination or officer reclassification of Trenwick any of Rio's capital stock or its Subsidiaries any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, shares of Rio's capital stock; (vii) any increase in or establishment of, or any liability (caused by a prior or existing violation of laws or regulations) under, any bonus, insurance, severance, deferred compensation, bonus pension, retirement, profit sharing, stock option, stock purchase or other benefitsemployee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of Rio or any Subsidiary other than increases which would not be material, individually or in the aggregate, with respect to such officers or employees receiving such benefit or compensation (based on a comparison to benefits and compensation received in the year ended December 31,1997); (viii) any entry into, renewal, modification or extension of, any material contract, arrangement or agreement with any other party except for normal increases contracts, arrangements or agreements in the ordinary course of business, business or as contemplated by this Agreement; or (Bix) any granting by Trenwick settlement of pending or threatened litigation involving Rio or any of its Subsidiaries (whether brought by a private party or a Governmental Entity) other than any settlement which is not reasonably likely to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Rio Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))Effect.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, the Plans, the Stock Option Agreements and Agreement or the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letterhereby, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsOctober 31, Trenwick 2001, Parent and its Subsidiaries subsidiaries, including the Merger Subs, have conducted their business only in the ordinary course consistent with past practice, and there has not occurred been (i) any material adverse change in Parent and no event has occurred or change having individually circumstance has arisen that, in combination with any other events or in the aggregate circumstances, would reasonably be expected to have a Material Adverse Effect material adverse effect on TrenwickParent, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickParent's outstanding capital stock, other than regular quarterly cash dividends payable on Parent Preferred Stock in accordance with their terms as of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesdate of this Agreement, (iii) any split, combination or reclassification of any of Parent's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Parent's capital stock, except for issuances of Parent Common Stock upon the exercise of Parent Employee Stock Options, except upon conversion of the Series B Exchangeable Convertible Preferred Stock of Parent and except in accordance with the terms of the Parent Stock Plans, (iv) (A) any granting by Trenwick Parent or any of its Subsidiaries subsidiaries to any current or former director director, executive officer or officer other key employee of Trenwick Parent or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness or as was required under any employment agreements in effect as of April 30, 2002, (B) any granting by Trenwick Parent or any of its Subsidiaries to any such current subsidiaxxxx xx xxx xxxx xxrrent or former director director, executive officer or officer key employee of any increase in severance or termination pay pay, except in the ordinary course of business or pursuant to the Parent Stock Plans or (C) any entry by Trenwick Parent or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director director, executive officer or officerkey employee, other than in the ordinary course of business or as required under any employment agreements in effect as of April 30, 2002, (ivv) except as required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by Parent materially affecting its assets, liabilities or business or (vi) any tax election that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect material adverse effect on Trenwick Parent or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP")).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as publicly disclosed in the Trenwick Hxxxxx United SEC Reports filed and publicly available with the SEC prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date hereof, or as set forth in Section 4.8 of the most recent audited financial statements included in the Filed Trenwick SEC ReportsHxxxxx United Disclosure Schedule, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practicesince December 31, and there 2004, (a) no event has not occurred (i) any event which has had or change having would reasonably be expected to have, individually or in the aggregate aggregate, a Material 26 Adverse Effect on TrenwickHxxxxx United and (b) prior to the date hereof, neither Hxxxxx United nor any of its Subsidiaries has (i) effected or authorized any adjustment, split, combination or reclassification of any of its capital stock, or redeemed, purchased or otherwise acquired, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock or stock appreciation rights (except pursuant to the exercise of stock options); (ii) any declarationdeclared, setting set aside or payment of paid any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares Hxxxxx United Common Stock and dividends paid to the holders of trust preferred securities issued by wholly owned subsidiaries, affiliated trusts in accordance with the terms of such securities; (iii) (A) any granting by Trenwick sold, licensed, leased, encumbered, mortgaged, transferred, assigned or otherwise disposed of any of its Subsidiaries to material assets, properties or other rights or agreements other than in the ordinary course of business consistent with past practice; (iv) increased the compensation or fringe benefits of any current present or former director or officer of Trenwick Hxxxxx United or its Subsidiaries of any increase in compensation, bonus or other benefits, (except for normal increases in salary or wages of nonexecutive officers or employees in the ordinary course of businessbusiness consistent with past practice), or granted any severance or termination pay to any present or former director, officer or employee of Hxxxxx United or its Subsidiaries except in connection with terminations of employment of non-officer employees in the ordinary course of business consistent with past practice; (Bv) amended or terminated any granting by Trenwick Hxxxxx United Benefit Plan; (vi) made any material change in its policies and practices with respect to (x) underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service Loans or (y) hedging its Loan positions or commitments; (vii) made any changes in its accounting methods or method of Tax accounting, practices or policies; (viii) made or changed any material Tax election or settled or compromised any material Tax liability of Hxxxxx United or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay Subsidiaries; or (Cix) agreed to, or made any entry by Trenwick or commitment to, take any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))foregoing actions.

Absence of Certain Changes or Events. Except as set forth in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby Audits SEC Reports or except as described in Section 3.5 Part F or elsewhere of the Trenwick Disclosure LetterSchedule, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsSeptember 30, Trenwick 1998 Audits and its Subsidiaries have conducted operated their business respective businesses in the ordinary course of business consistent with past practice, practice and there has not occurred been any material adverse change in the financial condition, properties, business, prospects or results of operations of Audits and the Subsidiaries, taken as a whole, and since September 30, 1998 there has not been (i) any event or change having individually or in the aggregate authorized, issued or outstanding capital stock or material change in the funded debt of Audits and the Subsidiaries on a Material Adverse Effect on Trenwickconsolidated basis, other than changes in the outstanding capital stock due to exercise of options under the Option Plan and other than changes due to payments in accordance with the terms of such debt; (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cashrespect of, any shares of the capital stock of Audits or property) with respect to the acquisition for value by Audits or any of Trenwick's outstanding the Subsidiaries of any shares of capital stock, other than regular quarterly cash dividends stock of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, Audits; (iii) any grant by Audits of any warrant, option or right to acquire any Audits Shares or other securities whatsoever; (Aiv) any transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) which, alone or in the aggregate, has had, or would have, a Material Adverse Effect; (v) any damage, destruction or loss, not covered by insurance, which has had, or would have, a Material Adverse Effect; (vi) any material change in Audits's accounting principles, practices or methods (other than as required by changes in generally accepted accounting principles and practices); (vii) any repurchase or redemption by Audits or any of its Subsidiaries of its stock; (viii) any granting by Trenwick Audits or any of its Subsidiaries to any current director, officer or former director employee of Audits or officer any of Trenwick or its Subsidiaries of (A) any increase in compensation, bonus or compensation (other benefits, except for normal increases than in the case of employees in the ordinary course of businessbusiness consistent with past practice), (B) any granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay pay, or (C) acceleration of compensation or benefits (except as contemplated by this Agreement); (ix) any entry by Trenwick Audits into any employment, severance, bonus or termination agreement with any director or officer of Audits; (x) any entry by Audits or any of its the Subsidiaries intointo any joint venture or other material investment in or acquisition of any business, assets or business entity; (xi) any material reduction of Audits's customer order backlog or any material order cancellations by customers of Audits; (xii) the making of any material capital expenditures; or (xiii) any agreement (whether or not in writing), arrangement or understanding to do any of the foregoing. Neither Audits nor the Subsidiaries is currently in default on any installment or installments on indebtedness for borrowed money, or on any amendments ofrental on any long-term lease, any employmentwhich default has had, deferred compensationor would have, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))Effect.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Horizon SEC Reports filed and publicly available prior Documents or in Schedule 2.7 to the date of this Agreement (the "Filed Trenwick SEC Reports") Horizon Disclosure Letter, since the date of the most recent audited financial statements included in Horizon SEC Documents (the Filed Trenwick SEC Reports"Horizon Financial Statement Date") and to the date of this Agreement, Trenwick Horizon and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice(taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not occurred been (ia) any event or material adverse change having individually or in the aggregate business, financial condition or results of operations of Horizon and its Subsidiaries taken as a whole (a "Horizon Material Adverse Effect on TrenwickChange"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in a Horizon Material Adverse Change, (iib) except for regular quarterly distributions not in excess of $0.35 declared in each of the first, second and third quarter of 1997 per Horizon Common Share or Horizon OP Unit, respectively (or, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions permitted pursuant to Section 5.10), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stockthe Horizon Common Shares, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesHorizon OP Units or Newco LP Common Units, (iii) (Ac) any granting by Trenwick split, combination or reclassification of the Horizon Common Shares, the Horizon OP Units or Newco LP Common Units or any of its Subsidiaries to any current issuance or former director or officer of Trenwick or its Subsidiaries the authorization of any increase issuance of any other securities in compensationrespect of, bonus in lieu of or other benefitsin substitution for, except for normal increases or giving the right to acquire by exchange or exercise, shares of stock of Horizon or partnership interests in the ordinary course Horizon Partnership or Newco LP or any issuance of businessan ownership interest in, any Horizon Subsidiary, (Bd) any granting damage, destruction or loss, whether or not covered by Trenwick insurance, that has or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Horizon Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityEffect, or (ve) any change in accounting methods, principles or practices by Trenwick Horizon or any of its Subsidiaries Horizon Subsidiary materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in Horizon SEC Documents or required or permitted by a change in applicable accounting principles GAAP, or (including statutory accounting practices ("SAP"))f) any amendment of any employment, consulting, severance, retention or any other agreement between Horizon and any current or former officer, director, employee or consultant of Horizon.

Absence of Certain Changes or Events. Except as disclosed in connection with Disclosure Schedule Section 3.10, or as otherwise expressly permitted or expressly contemplated by this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practice, and FNB Balance Sheet Date there has not occurred been (i) any event change or change having development in the business, operations, assets, liabilities, condition (financial or otherwise), results of operations, cash flows or properties of FNB or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate aggregate, a Material Adverse Effect on Trenwickwith respect to FNB or any of its Subsidiaries, and no fact or condition exists which is reasonably likely to cause a Material Adverse Effect with respect to FNB or any of its Subsidiaries in the future; (ii) any change by FNB or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required by applicable Law or GAAP or regulatory accounting as concurred in by FNB’s independent accountants; (iii) any entry by FNB or any of its Subsidiaries into any contract or commitment of (A) more than $50,000 or (B) $25,000 per annum with a term of more than one year, other than purchases or sales of investment securities, and loans and loan commitments, all in the Ordinary Course of Business; (iv) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, respect of any capital stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick FNB or any of its Subsidiaries to or any current redemption, purchase or former director or officer other acquisition of Trenwick or any of its Subsidiaries securities, other than in the Ordinary Course of Business; (v) any increase in or establishment of any bonus, insurance, severance, deferred compensation, bonus pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other benefitsemployee benefit plan, except for normal increases or any other increase in the ordinary course compensation payable or to become payable to any directors, officers or employees of business, (B) any granting by Trenwick FNB or any of its Subsidiaries (other than normal salary adjustments to employees made in the Ordinary Course of Business), or any such current or former director or officer grant of any increase in severance or termination pay pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any action not in the Ordinary Course of Business with respect to the compensation or employment of directors, officers or employees of FNB or any of its Subsidiaries; (Cvi) any entry material election or material changes in existing elections made by Trenwick FNB or any of its Subsidiaries into, for federal or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, state income tax purposes; (ivvii) any tax election that individually or material change in the aggregate would have a Material Adverse Effect on Trenwick credit policies or procedures of FNB or any of its tax attributes Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any respect; (viii) any material acquisition or disposition of any assets or properties, or any settlement contract for any such acquisition or compromise disposition entered into other than (A) investment securities in FNB’s investment portfolio or (B) loans and loan commitments purchased, sold, made or entered into in the Ordinary Course of Business; or (ix) any material income tax liabilitylease of real or personal property entered into, other than in connection with foreclosed property or (v) any change in accounting methods, principles or practices by Trenwick or any the Ordinary Course of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))Business.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed set forth in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") Agribrands Securities Filings, since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsAugust 31, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practice1999, and there has not occurred been: (i) any event event, occurrence, fact, condition, change, development or change having individually effect ("Event") (except for those Events caused by (x) ----- conditions affecting national, regional or world economies such as currency fluctuations (but excluding extraordinary disruptions in regional or world economies or markets or US/foreign currency exchange ratios involving multiple countries), (y) conditions affecting the animal feed industry in the aggregate a regions in which Agribrands operates, or (z) the pendency or announcement of this Agreement, or the transactions contemplated hereby) that has had or would reasonably be expected to have an Agribrands Material Adverse Effect on Trenwick, Effect; (ii) any declaration, payment or setting aside or for payment of any dividend (except to Agribrands or an Agribrands Subsidiary wholly owned by Agribrands) or other distribution (whether in cashor any redemption, purchase or other acquisition of any shares of capital stock or property) with respect to securities of Agribrands or any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, Agribrands Subsidiary; (iii) (A) any granting by Trenwick return of any capital or other distribution of assets to shareholders of Agribrands or any of its Subsidiaries Agribrands Subsidiary (except to any current Agribrands or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting an Agribrands Subsidiary wholly owned by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, Agribrands); (iv) any tax election that individually acquisition (by merger, consolidation, acquisition of stock or in the aggregate would have a Material Adverse Effect on Trenwick assets or any of its tax attributes or any settlement or compromise otherwise) of any material income tax liability, person or business; or (v) any change in accounting methods, principles other action or practices agreement or undertaking by Trenwick Agribrands or any Agribrands Subsidiary that, if taken or done on or after the date hereof without Ralcorp's consent, would result in a breach of its Subsidiaries materially affecting their assetsSection 6.1, liabilities below, and that has had or business, except insofar as may would reasonably be expected to have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))an Agribrands Material Adverse Effect.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Whitman SEC Reports Documents filed since January 1, 1997 and publicly available avaxxxxxx prior to the date of this Agreement (the "Whitman Filed Trenwick SEC ReportsDocuments") ), since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsJanuary 1, Trenwick and 1998, Whitman xxx xxnducted its Subsidiaries have conducted their business only in the ordinary course consistent with past practicecoursx, and xxx there has not occurred been (i) any event or change having individually or in the aggregate a Material Adverse Effect on TrenwickChange in Whitman, (ii) any declaration, setting aside or payment of any dividend or divxxxxx xr other distribution (whether in cash, stock or property) with respect to any of TrenwickWhitman's outstanding capital stock, other than Whitman's regular quarterly cash dividends caxx xividend of not more than $0.26 .05 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesox Xxxxxxx Common Stock, (iii) any split, combination or reclassxxxxxxxon of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (Aiv) except to the extent expressly permitted pursuant to Section 6.02 and Schedule 6.02 of the Whitman Disclosure Schedule, (x) any granting by Trenwick Whitman or any xx xts Subsidiaries to any employee, officer ox xxxxxtor of Whitman or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of businessbusiness consistent with past practice or to the extent required under employment agreements in effect as of the date of this Agreement (true and complete copies of which have been made available to PepsiCo), (By) any granting by Trenwick Whitman or any of its Subsidiaries to any such current or former employee, offixxx xx director or officer of any increase in severance or termination pay pay, except to the extent required under any employment, severance or termination agreements in effect as of the date of this Agreement (true and complete copies of which have been made available to PepsiCo) or (Cz) any entry by Trenwick Whitman or any of its Subsidiaries into, or any amendments of, into any employment, deferred compensationconsuxxxxx, consultingindemnification, severance, severance or termination or indemnification agreement with any such current employee, officer or former director or officerdirector, (ivv) any tax election damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate would have has had, or is reasonably likely to have, a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, Whitman or (vvi) any change in accounting methods, principles or practices xxxxtices by Trenwick or any of its Subsidiaries Whitman materially affecting their its assets, liabilities Liabilities or businessbusinxxx, except xxcept insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))GAAP.

Absence of Certain Changes or Events. Except in connection with as specifically contemplated by this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described disclosed in Section 3.5 3.1(g) of the Trenwick Landmark Disclosure Letter or the Supplemental Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent recently audited financial statements included in the Filed Trenwick SEC ReportsDocuments, Trenwick and Landmark has conducted its Subsidiaries have conducted their business only in the ordinary course consistent with past practicecourse, and there has not occurred been (i) any event or change having individually or in the aggregate a Material Adverse Effect on TrenwickChange affecting Landmark, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickLandmark's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) any split, combination or reclassification of any of its capital stock or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (Aiv)(x) any granting by Trenwick Landmark or any of its Subsidiaries to any current employee of Landmark or former director or officer any of Trenwick or its Subsidiaries of any increase in excess of $10,000 per annum in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the SEC Documents, (By) any granting by Trenwick Landmark or any of its Subsidiaries to any such current or former director or officer employee of any increase in excess of $10,000 per annum in severance or termination pay pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the SEC Documents, or (Cz) any entry by Trenwick Landmark or any of its Subsidiaries into, or any amendments of, into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director or executive officer, (ivv) any tax election damage or destruction of or loss to any property of Landmark, whether or not covered by insurance, that individually has or in the aggregate would could reasonably be expected to have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityLandmark, or (vvi) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries Landmark materially affecting their its assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles GAAP or SEC rules and regulations, or (including statutory accounting practices ("SAP"))vii) any material revaluation of any of Landmark's assets, including, without limitation, writing down the value of capitalized inventory or writing off accounts receivable, other than in the ordinary course consistent with past practice.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Cornerstone SEC Reports filed and publicly available prior Documents or in Schedule 2.7 to the date of this Agreement Cornerstone Disclosure Letter, since December 31, 2003 (the "Filed Trenwick SEC ReportsCornerstone Financial Statement Date") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports), Trenwick Cornerstone and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice(taking into account prior practices, including the acquisition and disposition of properties and issuance of securities) and there has not occurred been (ia) any event circumstance, event, occurrence, change or change having individually or in the aggregate effect that has had a Cornerstone Material Adverse Effect on TrenwickEffect, nor has there been any circumstance, event, occurrence, change or effect that with the passage of time would reasonably be expected to result in a Cornerstone Material Adverse Effect, (iib) except for regular quarterly distributions not in excess of $0.20 per Cornerstone Common Share or Cornerstone OP Unit (subject to changes pursuant to Section 5.10 and to any Final Cornerstone Dividend payable pursuant to Section 1.13(d)(i)) and $0.5938 per Cornerstone Series A Preferred Share (or, in each case, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT (as defined herein) status), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stockthe Cornerstone Common Shares, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesCornerstone OP Units or the Cornerstone Series A Preferred Shares, (iii) (Ac) any granting by Trenwick split, combination or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries intoreclassification of, or any amendments issuance or the authorization of, or any employmentissuance of any other securities in respect of, deferred compensationin lieu of or in substitution for, consultingor giving the right to acquire by exchange or exercise, severanceshares of stock of Cornerstone or partnership interests in Cornerstone Partnership or any issuance of an ownership interest in, termination or indemnification agreement with any such current or former director or officerCornerstone Subsidiary, (ivd) any tax election damage, destruction or loss, whether or not covered by insurance, that individually has had or in the aggregate would reasonably be expected to have a Cornerstone Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityEffect, or (ve) any change made prior to the date of this Agreement in accounting methods, principles or practices by Trenwick Cornerstone or any of its Subsidiaries or Cornerstone Partnership or any of its Subsidiaries materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in Cornerstone SEC Documents or required or permitted by a change in applicable accounting principles GAAP, or (including statutory accounting practices ("SAP"))f) any amendment of any employment, consulting, severance, retention or any other agreement between Cornerstone or any Cornerstone Subsidiary and any officer or director of Cornerstone or any Cornerstone Subsidiary.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, the Plans, the Stock Option Agreements and Agreement or the transactions contemplated hereby since December 31, 2001, HipStyle and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed its subsidiaries have conducted their business only in the Trenwick SEC Reports filed ordinary course since such date and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practicehereof, and there has not occurred been (i) any event or material adverse change having individually or in the aggregate a Material Adverse Effect on TrenwickHipStyle, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickHipStyle's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) any split, combination or reclassification of any of HipStyle's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of HipStyle's capital stock, (Aiv)(A) any granting by Trenwick HipStyle or any of its Subsidiaries subsidiaries to any current or former director director, executive officer or officer other key employee of Trenwick HipStyle or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbenefit, (B) any granting by Trenwick HipStyle or any of its Subsidiaries subsidiaries to any such current or former director director, executive officer or officer key employee of any increase in severance or termination pay pay, or (C) any entry by Trenwick HipStyle or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any employment, deferred compensation, compensation consulting, severance, termination or indemnification agreement with any such current or former director director, executive officer or officerkey employee, (ivv) except insofar as may have been disclosed in HipStyle SEC Documents filed and publicly available prior to the date of this Agreement or required by a change in GAAP, any change in accounting methods, principles or practices by HipStyle materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the HipStyle SEC Documents, any tax election that individually or in the aggregate would have a Material Adverse Effect material adverse effect on Trenwick HipStyle or any of its tax attributes or any settlement or compromise of any material income tax liability, liability or (vvii) any change in accounting methods, principles or practices action taken by Trenwick HipStyle or any of its Subsidiaries materially affecting their assetsthe HipStyle subsidiaries during the period from June 30, liabilities or business2001 through the date of this Agreement that, except insofar as may have been required or permitted by if taken during the period from the date of this Agreement through the Effective Time would constitute a change in applicable accounting principles (including statutory accounting practices ("SAP")breach of Section 4.1(b).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Grove SEC Reports filed and publicly available prior Documents or Schedule 2.7 to the date of this Agreement (the "Filed Trenwick SEC Reports") Grove Disclosure Letter, since the date of the most recent audited financial statements included in the Filed Trenwick Grove SEC Reports, Trenwick Documents (the "Grove Financial Statement Date") Grove and its the Grove Subsidiaries have conducted their business only in the ordinary course consistent with past practice(taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not occurred been (a) any material adverse change in the business, financial condition or results of operations of Grove and the Grove Subsidiaries taken as a whole (a "Grove Material Adverse Change"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in a Grove Material Adverse Change, (b) except (i) any event prior to the date hereof, regular quarterly dividends or change having individually or distributions (in the aggregate a Material Adverse Effect on Trenwick, case of Grove and Grove OP) not in excess of $0.18 per Grove Common Share and Grove OP Unit with customary record and payment dates and (ii) subsequent to the date hereof, in accordance with Section 5.9, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Grove Shares and dividends paid by wholly owned subsidiariesGrove OP Units, (iii) (Ac) any granting by Trenwick split, combination or reclassification of any Grove Shares or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its Subsidiaries to beneficial interest or any current or former director or officer issuance of Trenwick or its Subsidiaries of an ownership interest in, any increase in compensation, bonus or other benefits, Grove Subsidiary except for normal increases in the ordinary course of businessas contemplated by this Agreement, (Bd) any granting damage, destruction or loss, whether or not covered by Trenwick insurance, that has or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Grove Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityEffect, or (ve) any change made prior to the date of this Agreement in accounting methods, principles or practices by Trenwick Grove or any of its Subsidiaries Grove Subsidiary materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in Grove SEC Documents or required or permitted by a change in applicable accounting principles GAAP or (including statutory accounting practices ("SAP"))f) any amendment of any employment, consulting, severance, retention or any other agreement between Grove and any officer or trust manager of Grove.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Colonial SEC Reports filed and publicly available prior Documents or in Schedule 3.7 to the date of this Agreement Colonial Disclosure Letter, since December 31, 2003 (the "Filed Trenwick SEC ReportsColonial Financial Statement Date") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports), Trenwick Colonial and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice(taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not occurred been (ia) any event circumstance, event, occurrence, change or change having individually or in the aggregate effect that has had a Colonial Material Adverse Effect on TrenwickEffect, nor has there been any circumstance, event, occurrence, change or effect that with the passage of time would reasonably be expected to result in a Colonial Material Adverse Effect, (iib) except for regular quarterly distributions not in excess of $0.675 per Colonial Common Share or Colonial OP Unit (subject to changes pursuant to Section 5.10 and to any Corresponding Colonial Dividends and Distributions paid pursuant to Section 1.13(d)(ii)), or the stated distribution rate for each Colonial Preferred Share or Colonial Preferred OP Unit (or, in each case, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT status), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock shares or property) with respect to any of Trenwick's outstanding capital stockColonial Common Shares, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Colonial OP Units, Colonial Preferred Shares and dividends paid by wholly owned subsidiariesor Colonial Preferred OP Units, (iii) (Ac) any granting by Trenwick split, combination or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries intoreclassification of, or any amendments issuance or the authorization of , or any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of stock of Colonial or partnership interests in Colonial Partnership or any employmentissuance of an ownership interest in, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officerColonial Subsidiary, (ivd) any tax election damage, destruction or loss, whether or not covered by insurance, that individually has had or in the aggregate would reasonably be expected to have a Colonial Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (ve) any change made prior to the date of this Agreement in accounting methods, principles or practices by Trenwick Colonial or any of its Subsidiaries or Colonial Partnership or any of its Subsidiaries materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in the Colonial SEC Documents or required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))GAAP.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in ------------------------------------ the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included referred to in Section 8.7 and CNTO's Annual Report on Form 10-K for the Filed Trenwick SEC Reportsyear ended December 31, Trenwick 1995 and its Subsidiaries have conducted their business CNTO's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, or as otherwise disclosed herein, in the ordinary course consistent with past practiceany Schedule or Exhibit hereto or listed on Schedule 8.8 hereto, and there has not occurred (i) any event or change having individually or in the aggregate a Material Adverse Effect on Trenwicksince March 31, (ii) any declaration1996, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick or neither CNTO nor any of its Subsidiaries to subsidiaries or affiliates has incurred any current liabilities or former director obligations, direct or officer of Trenwick contingent, or its Subsidiaries of entered into any increase in compensationtransactions, bonus or other benefits, except for normal increases not in the ordinary course of business, that are material to CNTO and its subsidiaries and affiliates, taken as a whole, and there has not been (Bi) any granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or material change in the aggregate capital stock or indebtedness of CNTO or its subsidiaries or affiliates that would have a Material Adverse Effect (as defined below), or (ii) any event, change or occurrence which individually or in the aggregate might (x) have a material adverse effect on Trenwick the condition (financial or other), assets, business, or results of operations of CNTO and its subsidiaries and affiliates, taken as a whole, (y) materially adversely affect CNTO's ability to consummate any of the transactions contemplated hereby or to perform its obligations under this Amendment or the Agreement or (z) materially adversely affect CNTO's or any of its tax attributes subsidiaries' or any settlement affiliates' rights in or compromise to the HA-lA(TM) human monoclonal antibody pharmaceutical product known as "Centoxin(R)" or the 7E3(TM) monoclonal antibody pharmaceutical product known as "ReoPro(R)" (each of any material income tax liability(x), (y) and (z) being referred to herein, individually or in the aggregate as a "Material Adverse Effect"). Except for Derivative Securities defined in Section 8.5 above, CNTO has not issued, or (v) agreed to issue, any change in accounting methodssecurities or other instruments convertible into, principles exchangeable for or practices by Trenwick or any of its Subsidiaries materially affecting their assetsexercisable into CNTO securities that would have a Material Adverse Effect. No event has occurred since March 31, liabilities or business1996, except insofar as may have been with respect to which CNTO would be required or permitted by to file a change in applicable accounting principles (including statutory accounting practices ("SAP"))Current Report on Form 8-K under the 1934 Act.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, the Plans, the Stock Option Agreements and Agreement or the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letterhereby, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsDecember 31, Trenwick 1997, Crestar and its Subsidiaries subsidiaries have conducted their business only in the ordinary course consistent with past practiceor as disclosed in any Crestar SEC Reports, and there has not occurred been (i1) any change or event or change having individually or in the aggregate a Material Adverse Effect on TrenwickCrestar, (ii2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock stock, or property) with respect to any of TrenwickCrestar's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesCrestar Common Stock, (iii3) any split, combination or reclassification of any of Crestar's capital stock or any substitution for shares of Crestar's capital stock, except for issuances of Crestar's Common Stock upon the exercise of options awarded prior to the date hereof in accordance with the Crestar Option Plans, (4) except as set forth in the Crestar Disclosure Letter (A) any granting by Trenwick Crestar or any of its Subsidiaries subsidiaries to any current or former director director, executive officer or officer other key employee of Trenwick Crestar or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Crestar SEC Reports filed and publicly available prior to the date of this Agreement, (B) any granting by Trenwick Crestar or any of its Subsidiaries subsidiaries to any such current or former director director, executive officer or officer key employee of any increase in severance or termination pay pay, except in the ordinary course of business or pursuant to the Crestar Stock Option Plans, or (C) any entry by Trenwick Crestar or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director director, executive officer or officerkey employee, other than in the ordinary course of business, (iv5) except insofar as may have been disclosed in the Crestar SEC Reports or required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by Crestar materially affecting its assets, liabilities or business or (6) except insofar as may have been disclosed in the Crestar SEC Reports, any tax election that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP")).Effect. 4.13

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Horizon SEC Reports filed and publicly available prior Documents or in Schedule 2.7 to the date of this Agreement (the "Filed Trenwick SEC Reports") Horizon Disclosure Letter, since the date of the most recent audited financial statements included in Horizon SEC Documents (the Filed Trenwick SEC Reports"Horizon Financial Statement Date") and to the date of this Agreement, Trenwick Horizon and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice(taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not occurred been (ia) any event or material adverse change having individually or in the aggregate business, financial condition or results of operations of Horizon and its Subsidiaries taken as a whole (a "Horizon Material Adverse Effect on TrenwickChange"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in a Horizon Material Adverse Change, (iib) except for regular quarterly distributions not in excess of $0.35 declared in each of the first, second and third quarter of 1997 per Horizon Common Share or Horizon OP Unit, respectively (or, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions permitted pursuant to Section 5.10), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stockthe Horizon Common Shares, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesHorizon OP Units or Newco OP Units, (iii) (Ac) any granting by Trenwick split, combination or reclassification of the Horizon Common Shares, the Horizon OP Units or Newco OP Units or any of its Subsidiaries to any current issuance or former director or officer of Trenwick or its Subsidiaries the authorization of any increase issuance of any other securities in compensationrespect of, bonus in lieu of or other benefitsin substitution for, except for normal increases or giving the right to acquire by exchange or exercise, shares of stock of Horizon or partnership interests in the ordinary course Horizon Partnership or Newco LP or any issuance of businessan ownership interest in, any Horizon Subsidiary, (Bd) any granting damage, destruction or loss, whether or not covered by Trenwick insurance, that has or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Horizon Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityEffect, or (ve) any change in accounting methods, principles or practices by Trenwick Horizon or any of its Subsidiaries Horizon Subsidiary materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in Horizon SEC Documents or required or permitted by a change in applicable accounting principles GAAP, or (including statutory accounting practices ("SAP"))f) any amendment of any employment, consulting, severance, retention or any other agreement between Horizon and any current or former officer, director, employee or consultant of Horizon.

Absence of Certain Changes or Events. Except as disclosed in connection with this Agreement, Schedule 3.1( (g)) to the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick AAC Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in of AAC (the Filed Trenwick SEC Reports"AAC Financial Statement Date") and to the date of this Agreement, Trenwick and its Subsidiaries but not thereafter with respect to clause (a) of this Section 3.1( (g)), the AAC Entities have conducted their business only in the ordinary course consistent with past practice, and there has not occurred been (ia) any event material adverse change in the business, financial condition or change having results of operations of the AAC Entities taken as a whole, that has resulted or would result, individually or in the aggregate a aggregate, in AAC Economic Losses (as defined in Section 6.2(a) below) of $8,000,000 or more (an "AAC Material Adverse Effect on TrenwickChange"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in an AAC Material Adverse Change, (iib) except for regular quarterly distributions of the AAC Common Stock and the AAC Preferred Stock covering the period through the Closing Date at a rate not to exceed in the aggregate on an annual basis 9% of the value of the capital accounts of the AACLP partners, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares AAC Common Stock and dividends paid by wholly owned subsidiariesAAC Preferred Stock, (iii) (Ac) any granting by Trenwick split, combination or reclassification of any AAC Common Stock and AAC Preferred Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its Subsidiaries to beneficial interest or any current or former director or officer issuance of Trenwick or its Subsidiaries of an ownership interest in, any increase in compensation, bonus or other benefits, AAC Entity except for normal increases in the ordinary course of businessas contemplated by this Agreement, (Bd) any granting damage, destruction or loss, whether or not covered by Trenwick insurance, that has or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officerwould have an AAC Material Adverse Effect, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (ve) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries AAC Entity materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in Schedule 3.1( (g)) to the AAC Disclosure Letter or required or permitted by a change in applicable accounting principles GAAP, or (including statutory accounting practices ("SAP"))f) any amendment of any employment, consulting, severance, retention or any other agreement between any AAC Entity and any officer or director of any AAC Entity, other than as provided in Section 4.1(k) of this Agreement.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Cornerstone SEC Reports filed and publicly available prior Documents or in Schedule 2.7 to the date of this Agreement Cornerstone Disclosure Letter, since December 31, 2003 (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports“Cornerstone Financial Statement Date”), Trenwick Cornerstone and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice(taking into account prior practices, including the acquisition and disposition of properties and issuance of securities) and there has not occurred been (ia) any event circumstance, event, occurrence, change or change having individually or in the aggregate effect that has had a Cornerstone Material Adverse Effect on TrenwickEffect, nor has there been any circumstance, event, occurrence, change or effect that with the passage of time would reasonably be expected to result in a Cornerstone Material Adverse Effect, (iib) except for regular quarterly distributions not in excess of $0.20 per Cornerstone Common Share or Cornerstone OP Unit (subject to changes pursuant to Section 5.10 and to any Final Cornerstone Dividend payable pursuant to Section 1.13(d)(i)) and $0.5938 per Cornerstone Series A Preferred Share (or, in each case, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT (as defined herein) status), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stockthe Cornerstone Common Shares, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesCornerstone OP Units or the Cornerstone Series A Preferred Shares, (iii) (Ac) any granting by Trenwick split, combination or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries intoreclassification of, or any amendments issuance or the authorization of, or any employmentissuance of any other securities in respect of, deferred compensationin lieu of or in substitution for, consultingor giving the right to acquire by exchange or exercise, severanceshares of stock of Cornerstone or partnership interests in Cornerstone Partnership or any issuance of an ownership interest in, termination or indemnification agreement with any such current or former director or officerCornerstone Subsidiary, (ivd) any tax election damage, destruction or loss, whether or not covered by insurance, that individually has had or in the aggregate would reasonably be expected to have a Cornerstone Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityEffect, or (ve) any change made prior to the date of this Agreement in accounting methods, principles or practices by Trenwick Cornerstone or any of its Subsidiaries or Cornerstone Partnership or any of its Subsidiaries materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in Cornerstone SEC Documents or required or permitted by a change in applicable accounting principles GAAP, or (including statutory accounting practices ("SAP"))f) any amendment of any employment, consulting, severance, retention or any other agreement between Cornerstone or any Cornerstone Subsidiary and any officer or director of Cornerstone or any Cornerstone Subsidiary.

Absence of Certain Changes or Events. Except as disclosed in connection with this Agreement, (i) the Plans, FelCor Filed SEC Documents or (ii) Schedule 2.6 to the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick FelCor Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement since December 31, 1997 (the "Filed Trenwick SEC ReportsFelCor Financial Statement Date") since ), FelCor and the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its FelCor Subsidiaries have conducted their business only in the ordinary course consistent with past practicethereof, and there has not occurred been (ia) any material adverse change, event or change having individually or development in the aggregate business, financial condition or results of operations of FelCor and the FelCor Subsidiaries, taken as a whole (a "FelCor Material Adverse Effect on TrenwickChange"), nor has there been any occurrence or circumstance that with the passage of time could reasonably be expected to result in a FelCor Material Adverse Change, (iib) except for regular quarterly distributions (in the case of FelCor) not in excess of $0.55 per FelCor Common Share, $0.55 per FelCor OP Unit and $.4875 per FelCor Series A Preferred Share, in each case with customary record and payment dates, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickFelCor's outstanding capital stock, other than regular quarterly cash dividends (c) any split, combination or reclassification of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesany of FelCor's capital stock, (iii) (Ad) any granting damage, destruction or loss, whether or not covered by Trenwick or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensationinsurance, bonus or other benefitsthat, except for normal increases in the ordinary course of business, (B) any granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would aggregate, could be reasonably expected to have a FelCor Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityEffect, or (ve) any change in accounting methods, principles or practices by Trenwick FelCor or any of its Subsidiaries FelCor Subsidiary materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in the FelCor Filed SEC Documents or required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))GAAP. There are no accrued and unpaid dividends on the FelCor Series A Preferred Shares that have not been paid on the date such payment is due. 2.7.

Absence of Certain Changes or Events. Except Since May 30, 2003, except as set forth in connection with this AgreementSection 5.08 of the Parent Disclosure Schedule, the Plans, the Stock Option Agreements each of Parent and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and Parent Subsidiaries has conducted its Subsidiaries have conducted their business only in the ordinary course consistent with past practiceand, and since such date, there has not occurred been (i) any event or change having individually circumstance that has had or in the aggregate would be reasonably likely to have a Parent Material Adverse Effect on TrenwickEffect, (ii) any event that could reasonably be expected to prevent or materially delay the performance of Parent’s obligations pursuant to this Agreement and the consummation of the Merger by Parent or New Parent, (iii) any change by Parent or any Parent Subsidiary in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of New Parent Common Stock or any redemption, purchase or other distribution acquisition of any of New Parent’s securities, (whether in cashv) any issuance or sale of any stock, stock notes, bonds or property) other securities other than pursuant to the exercise of outstanding securities, or entering into any agreement with respect to any of Trenwick's outstanding capital stockthereto, (vi) other than regular quarterly cash dividends in the ordinary course of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesbusiness, any (x) purchase, sale, assignment or transfer of any material assets, (iiiy) (A) Encumbrance on any granting by Trenwick material assets or any of its Subsidiaries to any current properties, tangible or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefitsintangible, except for normal increases liens for Taxes not yet delinquent or (z) waiver of any rights of material value or cancellation of any material debts or claims, (vii) any incurrence of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business, (Bviii) any granting incurrence of any damage, destruction or similar loss, whether or not covered by Trenwick insurance, materially affecting the business or properties of Parent or any Parent Subsidiary, (ix) any entering into any transaction of its Subsidiaries to any such current or former director or officer a material nature other than in the ordinary course of any increase in severance or termination pay business or (Cx) any entry negotiation or agreement by Trenwick Parent or any Parent Subsidiary to do any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or the things described in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or preceding clauses (vi) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles through (including statutory accounting practices ("SAP")ix).

Absence of Certain Changes or Events. Except in connection with this AgreementSince September 27, the Plans1998, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date Section 4.7 of the most recent audited financial statements included in the Filed Trenwick SEC ReportsPIROD Schedule, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practice, and there has not occurred (i) neither PIROD nor any event of its subsidiaries has sustained any damage, destruction or change having individually loss by reason of fire, flood, accident or in the aggregate other calamity (whether or not covered by insurance) that would reasonably be expected to have a PIROD Material Adverse Effect on Trenwick, Effect; (ii) any declarationthere have been no changes in the condition (financial or otherwise), setting aside business, net worth, assets, properties, obligations or payment liabilities (fixed or contingent) of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick PIROD or any of its Subsidiaries subsidiaries that would reasonably be expected to have a PIROD Material Adverse Effect; (iii) neither PIROD nor any current or former director or officer of Trenwick or its Subsidiaries subsidiaries has incurred any obligation for the payment of any increase in compensation, bonus or other benefitsmoney extending more than one year, except for normal increases operating leases entered into in the ordinary course of business; (iv) neither PIROD nor any of its subsidiaries has paid any obligation or liability (fixed or contingent) except current liabilities included in PIROD's Balance Sheet and current liabilities incurred since September 30, 1998 in the ordinary course of business or pursuant to the terms of this Agreement; (v) PIROD has not declared any other dividend or other distribution on or with respect to any PIROD Shares; (vi) PIROD has not purchased, redeemed or otherwise acquired for a consideration, directly or indirectly, any PIROD Shares or other securities of PIROD; (vii) neither PIROD nor any of its subsidiaries has disposed of, or agreed to dispose of, any material property or asset, other than in the ordinary course of business and for a consideration at least equal to the fair value of such property or asset, nor has it leased to others, or agreed so to lease, any property or asset except in the ordinary course of business and for a consideration at least equal to the fair rental value of such property or asset; (viii) neither PIROD nor any of its subsidiaries has made any expenditures or commitments for the purchase, acquisition, construction or improvement of a capital asset except in the ordinary course of business and in an aggregate amount not exceeding $500,000; (ix) neither PIROD nor any of its subsidiaries has amended its Certificate or Articles of Incorporation or By-Laws; (x) neither PIROD nor any of its subsidiaries has (A) granted any severance or termination pay to any director, officer or employee of PIROD or any subsidiary, (B) entered into any granting by Trenwick employment, deferred compensation or other similar agreement (or any of its Subsidiaries amendment to any such current existing agreement) with any director, officer or former director employee of PIROD or officer of any increase in subsidiary, (C) increased benefits payable under any existing severance or termination pay policies or employment agreements, (D) increased compensation, bonus or other benefits payable to directors, officers or employees of PIROD or any subsidiary or (CE) entered into any entry by Trenwick new, or amended or modified any existing, collective bargaining agreement; (xi) PIROD has not effected any split, combination or reclassification of any shares of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (xii) neither PIROD nor any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) subsidiaries has made any change in accounting methods, principles or practices by Trenwick PIROD or any of its Subsidiaries subsidiaries materially affecting their the consolidated assets, liabilities or businessresults of operations of PIROD or its subsidiaries, except insofar as may have been be required or permitted by a change in applicable generally accepted accounting principles principles; and (including statutory accounting practices ("SAP"))xiii) except as set forth above, neither PIROD nor any of its subsidiaries has entered into any other transaction or contract other than in the ordinary course of business.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Acquiror SEC Reports filed and publicly available prior to the date of this Agreement (or set forth in Section 3.12 of the "Filed Trenwick SEC Reports") Acquiror Disclosure Schedule and except for the transactions contemplated by this Agreement, since December 31, 2000 to the date of this Agreement, the most recent audited financial statements included in Acquiror and the Filed Trenwick SEC Reports, Trenwick and its Acquiror Subsidiaries have conducted their business businesses only in the ordinary course and in a manner consistent with past practicepractice and, and since December 31, 2000, there has not occurred been (ia) any event or change having individually or in the aggregate financial condition, results of operations or business of the Acquiror and any of the Acquiror Subsidiaries having a Material Adverse Effect on Trenwickthe Acquiror and the Acquiror Subsidiaries taken as a whole, (iib) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Acquiror or any of the Acquiror Subsidiaries having a Material Adverse Effect on Acquiror and the Acquiror Subsidiaries taken as a whole, (c) any change by the Acquiror in its accounting methods, principles or practices, (d) any revaluation by the Acquiror of any of its assets in any material respect, (e) to the date of this Agreement, any entry by the Acquiror or any of the Acquiror Subsidiaries into any commitment or transactions material to the Acquiror and the Acquiror Subsidiaries taken as a whole, except in connection with the Merger, or (f) except for regular quarterly cash dividends on Acquiror Common Stock with usual record and payment dates, to the date of this Agreement, any declaration, setting aside or payment of any dividend dividends or distributions in respect of shares of Acquiror Common Stock or any redemption, purchase or other distribution (whether in cash, stock or property) with respect to acquisition of any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick its subsidiaries or any of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries the securities of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))Acquiror Subsidiary.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements Agreement and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letterhereby, as disclosed in the Trenwick Chartwell SEC Reports Documents filed and publicly available prior to the date of this Agreement (the "Filed Trenwick Chartwell SEC ReportsDocuments") or in Section 3.1(g) of the Chartwell Disclosure Schedule, since the date of the most recent audited financial statements included in the Filed Trenwick Chartwell SEC ReportsDocuments, Trenwick Chartwell and its Subsidiaries subsidiaries have conducted their business in the ordinary course consistent with past practice, and there has not occurred (i) any event or change having individually or in the aggregate a Material Adverse Effect on TrenwickChartwell, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickChartwell's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 .04 per share on the Trenwick Shares Chartwell Common Stock and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick Chartwell or any of its Subsidiaries subsidiaries to any current or former director or officer of Trenwick Chartwell or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business13 19 business or as was required under any employment agreements or benefit plan listed in Section 3.1(h) of the Chartwell Disclosure Schedule, (B) any granting by Trenwick Chartwell or any of its Subsidiaries subsidiaries to any such current or former director or officer of any increase in severance or termination pay except as was required under any agreement listed in Section 3.1(h) of the Chartwell Disclosure Schedule or (C) any entry by Trenwick Chartwell or any of its Subsidiaries subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick Chartwell or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick Chartwell or any of its Subsidiaries subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP")).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Vornado SEC Reports filed and publicly available Documents or in SCHEDULE 3.6, since June 30, 2001 (the "Vornado Financial Statements Date") to a time immediately prior to the date execution of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsAgreement, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practice, and there has not occurred been (i) any event an occurrence or change having individually or in the aggregate circumstance that would have a Vornado Material Adverse Effect on Trenwick(a "Vornado Material Adverse Change"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in a Vornado Material Adverse Change, (ii) except for regular quarterly dividends not in excess of $0.59 per Vornado Common Share, regular quarterly preferred dividends for the Vornado Preferred Shares referred to in Section 3.3 and other distributions made in good faith in order to cause Vornado REIT to continue to meet the requirements for qualification as a REIT under the Code or to avoid the imposition of any tax under the Code, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickVornado REIT's outstanding capital stock, other than regular quarterly cash dividends shares of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesbeneficial interest, (iii) (A) any granting by Trenwick split, combination or reclassification of any of Vornado REIT's shares of beneficial interest or any of its Subsidiaries to any current issuance or former director or officer of Trenwick or its Subsidiaries the authorization of any increase issuance of any other securities in compensationrespect of, bonus in lieu of or other benefitsin substitution for, except for normal increases in or giving the ordinary course right to acquire by exchange or exercise, its shares of business, (B) any granting by Trenwick beneficial interest or any issuance of its Subsidiaries to an ownership interest in any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officerVornado Subsidiary, (iv) any tax election damage, destruction or loss, not covered by insurance, that individually has had or in the aggregate would have a Vornado Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick Vornado REIT or any of its Subsidiaries materially affecting their assets, liabilities or business, Vornado Subsidiary except insofar as may have been disclosed in the Vornado SEC Documents or required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))GAAP.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, the Plans, the Stock Option Agreements and Agreement or the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letterhereby, as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsOctober 31, Trenwick 2001, Parent and its Subsidiaries subsidiaries, including the Merger Subs, have conducted their business only in the ordinary course consistent with past practice, and there has not occurred been (i) any material adverse change in Parent and no event has occurred or change having individually circumstance has arisen that, in combination with any other events or in the aggregate circumstances, would reasonably be expected to have a Material Adverse Effect material adverse effect on TrenwickParent, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickParent's outstanding capital stock, other than regular quarterly cash dividends payable on Parent Preferred Stock in accordance with their terms as of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesdate of this Agreement, (iii) any split, combination or reclassification of any of Parent's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Parent's capital stock, except for issuances of Parent Common Stock upon the exercise of Parent Employee Stock Options, except upon conversion of the Series B Exchangeable Convertible Preferred Stock of Parent and except in accordance with the terms of the Parent Stock Plans, (iv) (A) any granting by Trenwick Parent or any of its Subsidiaries subsidiaries to any current or former director director, executive officer or officer other key employee of Trenwick Parent or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness or as was required under any employment agreements in effect as of Xxxxx 00, 0000, (BX) any granting by Trenwick Parent or any of its Subsidiaries subsidiaries to any such current or former director director, executive officer or officer key employee of any increase in severance or termination pay pay, except in the ordinary course of business or pursuant to the Parent Stock Plans or (C) any entry by Trenwick Parent or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director director, executive officer or officerkey employee, other than in the ordinary course of business or as required under any employment agreements in effect as of April 30, 2002, (ivv) except as required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by Parent materially affecting its assets, liabilities or business or (vi) any tax election that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect material adverse effect on Trenwick Parent or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP")).

Absence of Certain Changes or Events. Except in connection with as expressly contemplated by this Agreement, the Planssince September 30, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 1996, each of the Trenwick Disclosure Letter, as disclosed in the Trenwick SEC Reports filed Companies and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and Subsidiaries has conducted its Subsidiaries have conducted their business only in the ordinary course and in a manner consistent with past practicepractices, and there has not occurred been (i) any event or material adverse change having individually or in the aggregate a Material Adverse Effect on Trenwickbusiness, financial condition, results of operations or prospects of any of the Lxxxxxx Entities, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding the Lxxxxxx Entities' capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) combination or reclassification of any of the Lxxxxxx Entities' capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of any of the Lxxxxxx Entities' capital stock (Aiv) (x) any granting by Trenwick or any of its Subsidiaries the Lxxxxxx Entities to any current or former director or officer of Trenwick or its Subsidiaries the Lxxxxxx Entities of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness consistent with prior practice or as was required under employment agreements in effect as of September 30, 1996, (By) any granting by Trenwick or any of its Subsidiaries the Lxxxxxx Entities to any such current or former director or officer of any increase in severance or termination pay pay, except as was required under any employment, severance or termination agreements in effect as of September 30, 1996 or (Cz) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, the Lxxxxxx Entities into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current or former director or officer, (ivv) any tax election damage, destruction or loss, whether or not covered by insurance, that individually has or in is likely to have an adverse effect on the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityLxxxxxx Entities, or (vvi) any change in accounting methods, principles or practices by Trenwick or any of the Lxxxxxx Entities affecting its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by (vii) any sale, agreement to sell or option to purchase or sell the Lxxxxxx Entities or any of their assets other than in the ordinary course of business in a change in applicable accounting principles (including statutory accounting practices ("SAP"))manner consistent with past practices.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Acquiror SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") Documents or Schedule 3.6, since the date of the most recent audited financial statements included in the Filed Trenwick Acquiror SEC Reports, Trenwick Documents (the "Acquiror Financial Statement Date") Acquiror and its the Acquiror Subsidiaries have conducted their business only in the ordinary course consistent with past practice(taking into account prior practices, including the acquisition of properties and issuance of securities) and there has not occurred been (ia) any event or material adverse change having individually or in the aggregate business, financial condition or results of operations of Acquiror and the Acquiror Subsidiaries taken as a whole, except for general economic changes, changes in the United States financial markets generally, changes that affect REITs generally and changes that affect self-storage real estate generally (an "Acquiror Material Adverse Effect on TrenwickChange"), nor has there been any occurrence or circumstance that with the passage of time would reasonably be expected to result in an Acquiror Material Adverse Change, (iib) except for regular quarterly distributions through the date hereof (in the case of Acquiror) not in excess of $0.22 per Acquiror Common Share with customary record and payment dates, any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesAcquiror Common Shares, (iii) (Ac) any granting by Trenwick split, combination or reclassification of any of Acquiror Common Shares or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its Subsidiaries to beneficial interest or any current or former director or officer issuance of Trenwick or its Subsidiaries of an ownership interest in, any increase in compensation, bonus or other benefits, Acquiror Subsidiary except for normal increases in the ordinary course of businessas contemplated by this Agreement, (Bd) any granting damage, destruction or loss, whether or not covered by Trenwick insurance, that has or any of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a an Acquiror Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityEffect, or (ve) any change made prior to the date of this Agreement in accounting methods, principles or practices by Trenwick Acquiror or any of its Subsidiaries Acquiror Subsidiary materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in Acquiror SEC Documents or required or permitted by a change in applicable accounting principles GAAP, or (including statutory accounting practices ("SAP"))f) any amendment of any employment, consulting, severance, retention or any other agreement between Acquiror and any officer or director of Acquiror.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick WABCO SEC Reports Documents filed and publicly available prior to the date of this Agreement Agreement, since December 31, 1998, (the "Filed Trenwick SEC Reports"A) since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick WABCO and its Subsidiaries have conducted their business not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course consistent with past practice, and there has not occurred (i) any event of business or change having individually or in the aggregate that would have a Material Adverse Effect on TrenwickWABCO, (iiB) WABCO and its Subsidiaries have not sustained any declarationloss or interference with their business or properties from fire, setting aside flood, windstorm, accident or payment other calamity (whether or not covered by insurance) that has had or that would have a Material Adverse Effect on WABCO, (C) there has been no change in the capital stock of WABCO and no dividend or distribution of any dividend kind declared, paid or other distribution (whether in cash, stock or property) with respect to made by WABCO on any class of Trenwick's outstanding capital its stock, other than except for the regular quarterly cash dividends dividend of not more than $0.26 .01 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesof WABCO Common Stock, (iiiD) there has not been (Ay) any granting by Trenwick WABCO or any of its Subsidiaries to any current executive officer or former director or officer of Trenwick or its Subsidiaries material modification of any increase in compensation, bonus severance or other benefits, except for normal increases in the ordinary course of business, termination benefits or (Bz) any granting entry by Trenwick WABCO or any of its Subsidiaries to any such current into or former director or officer material modification of any increase in employment, severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or executive officer, (ivE) WABCO and its Subsidiaries have not prepared or filed any tax election Tax Return (as defined in Section 2.9) inconsistent in any material respect with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, and (F) there has been no other event causing a Material Adverse Effect on WABCO, nor any development that would, individually or in the aggregate would aggregate, have a Material Adverse Effect on Trenwick or any WABCO. Set forth in Section 2.7 of its tax attributes or any settlement or compromise the WABCO Disclosure Letter is a description of any material income tax liabilitychanges, between December 31, 1998 and the date of this Agreement (excluding any intervening fluctuations between such dates), to the amount and terms of the indebtedness of WABCO and its Subsidiaries as described in WABCO's Annual Report on Form 10-K for the year ended December 31, 1998, as filed with the SEC (other than any changes in, or (v) any change in accounting methodsthe incurrence of, principles or practices by Trenwick indebtedness of WABCO or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by with a change principal amount not in applicable accounting principles (including statutory accounting practices ("SAP")excess of $1,000,000).

Absence of Certain Changes or Events. Except in connection with this AgreementSince December 31, the Plans2003, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described set forth in Section 3.5 5.10 of the Trenwick Chart's Disclosure Letter, as disclosed Schedule or reflected in the Trenwick SEC Reports filed and publicly available prior Chart Reports, there has not been (a) either individually or in the aggregate, any Material Adverse Effect and, to the date best knowledge of Chart, no fact or condition exists that is reasonably likely to cause such a Material Adverse Effect in the future (assuming, for purposes of this Agreement Section 5.10 that "MATERIAL ADVERSE EFFECT" is subject to the same exclusions contained in Section 8.3(g)((1)-(5)), (the "Filed Trenwick SEC Reports"b) since the date any material damage, destruction or loss with respect to any property or asset of the most recent audited financial statements included in the Filed Trenwick SEC ReportsChart or any of its Subsidiaries, Trenwick and (c) any change by Chart or any of its Subsidiaries have conducted their business in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by Chart's independent accountants, (d) any revaluation by Chart or any of its Subsidiaries of any asset, including, without limitation, writing off of notes or accounts receivable, other than in the ordinary course of business consistent with past practice, and there has not occurred (ie) any event entry by Chart or change having individually any of its Subsidiaries into any contract or commitment (other than with respect to Loans, as hereinafter defined) of more than $15,000 or with a term of more than one (1) year that is not terminable without penalty, other than in the aggregate a Material Adverse Effect on Trenwickordinary course of business consistent with past practice, (iif) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, respect of any capital stock or property) with respect to any of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick Chart or any of its Subsidiaries to or any current redemption, purchase or former director or officer other acquisition of Trenwick or its Subsidiaries any of such securities, (g) any increase in or establishment of any bonus, insurance, severance, deferred compensation, bonus pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other benefitsemployee benefit plan, except for normal increases or any other increase in the compensation payable or to become payable to any directors, officers or employees of or consultants to Chart or any of its Subsidiaries, or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any other material action not in the ordinary course of businessbusiness with respect to the compensation or employment of directors, officers or employees of or consultants to Chart or any of its Subsidiaries, (Bh) any granting strike, work stoppage, slowdown or other labor disturbance, (i) any material election made by Trenwick Chart or any of its Subsidiaries for federal or state income tax purposes, (j) any change in the credit policies or procedures of Chart or any of its Subsidiaries, the effect of which was or is to make any such current policy or former director procedure materially less restrictive in any material respect, (k) any material liability or officer obligation of any increase nature (whether accrued, absolute, contingent or otherwise and whether due or to become due), including without limiting the generality of the foregoing, liabilities as guarantor under any guarantees or liabilities for taxes, other than in severance or termination pay or the ordinary course of business consistent with past practice, (Cl) any entry by Trenwick forgiveness or cancellation of any indebtedness or contractual obligation other than in the ordinary course of business consistent with past practice, (m) any mortgage, pledge, lien or lease of any assets, tangible or intangible, of Chart or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or a value in excess of $25,000 in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liabilityaggregate, or except with respect to (vi) any change in accounting methods, principles or practices funds borrowed by Trenwick Chart or any of its Subsidiaries materially affecting their assetsfrom the Federal Home Loan Bank, liabilities or business, except insofar (ii) as may have been required or permitted by a change in applicable accounting principles connection with banking services for governmental agencies (including statutory accounting practices without limitation municipal deposits) or ("SAP"))iii) as required in connection with borrowing or other activities involving the Federal Reserve Bank of Boston, in each case in the ordinary course of business and in amounts and with terms consistent with past practice, (n) any acquisition or disposition of any assets or properties having a value in excess of $50,000, or any contract for any such acquisition or disposition entered into other than loans and investment securities, (o) any lease of real or personal property entered into, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Xxxxx SEC Reports filed and publicly available prior Documents or in Schedule 2.7 to the date of this Agreement Xxxxx Disclosure Letter, since December 31, 2000 (the "Filed Trenwick SEC ReportsXxxxx Financial Statement Date") since ), Xxxxx, the date of Xxxxx Subsidiaries and the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its Xxxxx Non-Controlled Subsidiaries have conducted their business only in the ordinary course consistent with past practice(taking into account prior practices, including the acquisition and disposition of properties and issuance of securities) and there has not occurred been (ia) any event circumstance, event, occurrence, change or change having individually or in the aggregate effect that has had a Xxxxx Material Adverse Effect on TrenwickEffect, nor has there been any circumstance, event, occurrence, change or effect that with the passage of time would reasonably be expected to result in a Xxxxx Material Adverse Effect, (iib) except for regular quarterly distributions not in excess of $0.585 per share of Xxxxx Common Stock or Xxxxx OP Unit (subject to changes pursuant to Section 5.10 and to any Final Xxxxx Dividend payable pursuant to Section 1.15(e)(i)), and dividends on Xxxxx Preferred Shares in accordance with the terms of the Xxxxx Articles (or, in each case, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions as necessary to maintain REIT (as defined herein) status), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the Xxxxx Common Stock, the Xxxxx OP Units or any series of Trenwick's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesXxxxx Preferred OP Units or the Xxxxx Preferred Stock, (iii) (Ac) any granting by Trenwick split, combination or reclassification of the Xxxxx Common Stock, the Xxxxx OP Units or any series of its Subsidiaries to the Xxxxx Preferred OP Units or the Xxxxx Preferred Stock or any current issuance or former director or officer of Trenwick or its Subsidiaries the authorization of any increase issuance of any other securities in compensationrespect of, bonus in lieu of or other benefitsin substitution for, except for normal increases or giving the right to acquire by exchange or exercise, shares of stock of Xxxxx or partnership interests in the ordinary course Xxxxx Partnership or any issuance of businessan ownership interest in, any Xxxxx Subsidiary or any Xxxxx Non-Controlled Subsidiary, (Bd) any granting damage, destruction or loss, whether or not covered by Trenwick insurance, that has had or any of its Subsidiaries would reasonably be expected to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officerhave a Xxxxx Material Adverse Effect, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (ve) any change in accounting methods, principles or practices by Trenwick Xxxxx or any of its Subsidiaries, Xxxxx Partnership or any of its Subsidiaries or its Non-Controlled Subsidiaries materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in Xxxxx SEC Documents or required or permitted by a change in applicable accounting principles GAAP, (including statutory accounting practices f) any amendment in any material respect of any employment, consulting, severance, retention or any other agreement between Xxxxx and any officer or director of Xxxxx, except as otherwise permitted by the terms of this Agreement, or ("SAP"))g) to the Knowledge of Xxxxx, any circumstance, event, occurrence, change or effect that has had a material adverse effect on the Xxxxx Non-Controlled Subsidiaries taken as a whole.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, the Plans, the Stock Option Agreements and Agreement or the transactions contemplated hereby hereby, and thereby or except as described permitted by Section 4.1(b), since January 31, 1998, Woolworth and its subsidiaries have conducted their business only in Section 3.5 of the Trenwick Disclosure Letter, ordinary course or as disclosed in the Trenwick any Woolworth SEC Reports Document filed since such date and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its Subsidiaries have conducted their business in the ordinary course consistent with past practicehereof, and there has not occurred been (i) any event or material adverse change having individually or in the aggregate a Material Adverse Effect on TrenwickWoolworth, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickWoolworth's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) (A) any granting by Trenwick split, combination or reclassification of any of Woolworth's capital stock or any of its Subsidiaries to any current issuance or former director or officer of Trenwick or its Subsidiaries the authorization of any increase issuance of any other securities in compensationrespect of, bonus in lieu of or other benefitsin substitution for shares of Woolworth's capital stock, except for normal increases issuances of Woolworth Common Stock upon exercise of Woolworth Employee Stock Options, in each case, awarded prior to the ordinary course of business, (B) any granting by Trenwick date hereof in accordance with their present terms or any of its Subsidiaries issued pursuant to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officerSection 4.1(b), (iv) except insofar as may have been disclosed in Woolworth SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "Woolworth Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by Woolworth materially affecting its assets, liabilities or business, (v) except insofar as may have been disclosed in the Woolworth Filed SEC Documents, any tax election that individually or in the aggregate would have a Material Adverse Effect material adverse effect on Trenwick Woolworth or any of its tax attributes or any settlement or compromise of any material income tax liability, liability or (vvi), except as set forth in Section 3.2(g) of the Woolworth Disclosure Schedule, any change in accounting methods, principles or practices action taken by Trenwick Woolworth or any of its Subsidiaries materially affecting their assetsthe Woolworth subsidiaries during the period from January 31, liabilities or business1998 through the date of this Agreement that, except insofar as may have been required or permitted by if taken during the period from the date of this Agreement through the Effective Time would constitute a change in applicable accounting principles (including statutory accounting practices ("SAP")breach of Section 4.1(b).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick TriNet Filed SEC Reports filed Documents since December 31, 1998 (the "TriNet Financial Statement Date") and publicly available prior to the date of this Agreement (Agreement, TriNet, the "Filed Trenwick SEC Reports") since TriNet Managed Subsidiaries and, to TriNet's Knowledge, the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its TriNet Non-Managed Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and there has not occurred been (i) any event events which have occurred or change having circumstances which have arisen that, individually or in the aggregate have resulted in or would reasonably be expected to result in a TriNet Material Adverse Effect on TrenwickEffect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickTriNet's outstanding capital stock, other than except for (A) regular quarterly cash dividends on the TriNet Common Stock not in excess of not more than $0.26 .65 per share of TriNet Common Stock, (B) regular quarterly dividends on the Trenwick Shares TriNet Series A Preferred Stock not in excess of $.585938 per share of TriNet Series A Preferred Stock, (C) regular quarterly dividends on TriNet Series B Preferred Stock not in excess of $.575 per share of TriNet Series B Preferred Stock, (D) regular quarterly dividends on TriNet Series C Preferred Stock not in excess of $.50 per share of TriNet Series C Preferred Stock and dividends paid (E) any distributions by wholly owned subsidiariesany TriNet Subsidiaries to other TriNet Subsidiaries or to TriNet, (iii) (A) any granting by Trenwick split, combination or reclassification of any of TriNet's stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick stock or any issuance of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments ofan ownership interest in, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officerTriNet Subsidiary that is not wholly owned by TriNet, (iv) any tax election damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate has resulted in or would have reasonably be expected to result in a TriNet Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in the TriNet SEC Documents filed with the SEC prior to the date of this Agreement or required or permitted by a change in applicable accounting principles Law or GAAP. All dividends on TriNet Common Stock and TriNet Preferred Stock which have been declared prior to the date of this Agreement have been paid in full, except for (including statutory accounting practices i) the dividend in the amount of $.65 per share that is payable to holders of record of TriNet Common Stock on June 30, 1999 and the dividends in the amount of $.585938, $.575 and $.50 that is payable to holders of record on June 15, 1999 of TriNet Series A Preferred Stock, TriNet Series B Preferred Stock and TriNet Series C Preferred Stock, respectively, and ("SAP"))ii) dividends which the failure to pay has not resulted in and would not reasonably be expected to result in a TriNet Material Adverse Effect.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in Section 5.7 of the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") Disclosure Schedule, since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and Most Recent Balance Sheet Razorfish has conducted its Subsidiaries have conducted their business only in the ordinary course consistent with past practice(subject to matters related to this Agreement and similar activities relating to a possible sale of Razorfish), and since the date of the Most Recent Balance Sheet, there has not occurred (i) any event or change having individually or in the aggregate a been no Material Adverse Effect on TrenwickRazorfish's business. Without limiting the generality of the foregoing, except as set forth in Section 5.7 of the Disclosure Schedule, there has not been since the date of the Most Recent Balance Sheet, any (i) transaction entered into by Razorfish not in the ordinary course of business, which is Material; (ii) sale, transfer or other disposition or subjection to any Lien of any of the assets or properties of Razorfish (including the factoring or selling of accounts receivable), except for the sale of services and assets in the ordinary course of business; (iii) Material deviation from historical accounting and other practices in connection with the maintenance of Razorfish's books and records, except as may be required by law, regulation or GAAP; (iv) physical damage, casualty, destruction or loss to property or assets of Razorfish, whether or not covered by insurance, which has had or can reasonably be expected to have a Material Adverse Effect; (v) declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock on or property) with respect to the shares of capital stock of Razorfish, or any direct or indirect redemption, purchase or other acquisition of any of Trenwick's outstanding such shares or any split, combination or reclassification of shares of capital stockstock declared or made by Razorfish; (vi) increase in, prepayment or delay of, or any other than regular quarterly cash dividends of not more than $0.26 per share on Material change in, any payroll or payroll tax payment practices with respect to the Trenwick Shares and dividends paid compensation (including benefits) payable or to become payable by wholly owned subsidiaries, (iii) (A) any granting by Trenwick or Razorfish to any of its Subsidiaries to any current directors, officers, employees or former director agents, or officer of Trenwick or its Subsidiaries the making of any increase in compensation, bonus payment or other benefits, similar arrangement to or with any of them; (vii) cancellation of indebtedness due to Razorfish from others except for normal increases the write-off of accounts receivable in the ordinary course of businessbusiness consistent with past practice; (viii) Material obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) created or incurred, or any transaction, contract or commitment entered into, by Razorfish, other than such items created or incurred in the ordinary course of business and consistent with past practice; (Bix) Material change in the manner in which Razorfish collects accounts receivable, extends discounts or credits to customers or otherwise deals with customers; (x) waiver or release of any granting Material rights of Razorfish, except in the ordinary course of business and for fair value, or any lapse or other loss of a Material right of Razorfish to use its assets or conduct its businesses; (xi) commitments for or deferrals of any capital expenditures of Razorfish in excess of amounts budgeted; (xii) change in accounting policies by Trenwick Razorfish, except as may be required by law, regulation or GAAP; (xiii) Material change in Razorfish's policies with respect to the payment of commission arrangements, accounts payable or other current liabilities and the collection of accounts receivable, including, without limitation, any acceleration or deferral of the payment or collection thereof, as applicable (including, without limitation, any payment advances); (xiv) Material changes in the payment terms (including, without limitation, any advances) between Razorfish and any of its Subsidiaries to Material vendors; (xv) Material change in any such current marketing or former director advertising plans of Razorfish or officer any deferral of any increase in severance costs or termination pay expenditures with respect to such plans; (xvi) price discounts on Razorfish's services or products outside the ordinary course of business and consistent with past practice; or (Cxvii) any entry by Trenwick commitment or agreement to do any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))foregoing.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Showboat SEC Reports filed and publicly available prior to the date hereof or in Section 3.6 of this Agreement (the "Filed Trenwick SEC Reports") Showboat Disclosure Schedule, since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsShowboat Balance Sheet, Trenwick Showboat and its Subsidiaries have conducted their business businesses only in the ordinary course and in a manner consistent with past practicepractice and, and since such date, there has not occurred been (i) any event event, development, state of affairs or change having condition, or series or combination of events, developments, states of affairs or conditions, which, individually or in the aggregate aggregate, has had or is reasonably likely to have a Showboat Material Adverse Effect on Trenwick, Effect; (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to Showboat or any of its Subsidiaries which is reasonably likely to have a Showboat Material Adverse Effect; (iii) any material change by Showboat in its accounting methods, principles or practices of which Harrah's has not previously been xxxxxxxd; (iv) any revaluation by Showboat of any of its assets which is reasonably likely to have a Showboat Material Adverse Effect; (v) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the equity interests of Showboat or of any of Trenwick's outstanding capital stockits Subsidiaries, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesSubsidiaries or the $0.025 per share cash dividend on shares of Showboat Common Stock declared on November 20, (iii) (A) 1997 and payable on January 9, 1998, or any granting redemption, purchase or other acquisition by Trenwick Showboat or any of its Subsidiaries to of any current securities of Showboat or former director any of its Subsidiaries; (vi) any split, combination or officer reclassification of Trenwick any of Showboat's capital stock or its Subsidiaries any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, shares of Showboat's capital stock; (vii) any increase in or establishment of any bonus, insurance, severance, deferred compensation, bonus pension, retirement, profit sharing, stock option, stock purchase or other benefitsemployee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of Showboat or any Subsidiary other than increases which would not be material, individually or in the aggregate, with respect to such officers or employees receiving such benefit or compensation (based on a comparison to benefits and compensation received in the year ended December 31, 1996); (viii) any entry into, renewal, modification or extension of, any material contract, arrangement or agreement with any other party except for normal increases contracts, arrangements or agreements in the ordinary course of business, business or as contemplated by this Agreement; or (Bix) any granting by Trenwick settlement of pending or threatened litigation involving Showboat or any of its Subsidiaries (whether brought by a private party or a Governmental Entity) other than any settlement which is not likely to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Showboat Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))Effect.

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick Showboat SEC Reports filed and publicly available prior to the date hereof or in Section 3.6 of this Agreement (the "Filed Trenwick SEC Reports") Showboat Disclosure Schedule, since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsShowboat Balance Sheet, Trenwick Showboat and its Subsidiaries have conducted their business businesses only in the ordinary course and in a manner consistent with past practicepractice and, and since such date, there has not occurred been (i) any event event, development, state of affairs or change having condition, or series or combination of events, developments, states of affairs or conditions, which, individually or in the aggregate aggregate, has had or is reasonably likely to have a Showboat Material Adverse Effect on Trenwick, Effect; (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to Showboat or any of its Subsidiaries which is reasonably likely to have a Showboat Material Adverse Effect; (iii) any material change by Showboat in its accounting methods, principles or practices of which Xxxxxx'x has not previously been informed; (iv) any revaluation by Showboat of any of its assets which is reasonably likely to have a Showboat Material Adverse Effect; (v) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the equity interests of Showboat or of any of Trenwick's outstanding capital stockits Subsidiaries, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesSubsidiaries or the $0.025 per share cash dividend on shares of Showboat Common Stock declared on November 20, (iii) (A) 1997 and payable on January 9, 1998, or any granting redemption, purchase or other acquisition by Trenwick Showboat or any of its Subsidiaries to of any current securities of Showboat or former director any of its Subsidiaries; (vi) any split, combination or officer reclassification of Trenwick any of Showboat's capital stock or its Subsidiaries any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, shares of Showboat's capital stock; (vii) any increase in or establishment of any bonus, insurance, severance, deferred compensation, bonus pension, retirement, profit sharing, stock option, stock purchase or other benefitsemployee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of Showboat or any Subsidiary other than increases which would not be material, individually or in the aggregate, with respect to such officers or employees receiving such benefit or compensation (based on a comparison to benefits and compensation received in the year ended December 31, 1996); (viii) any entry into, renewal, modification or extension of, any material contract, arrangement or agreement with any other party except for normal increases contracts, arrangements or agreements in the ordinary course of business, business or as contemplated by this Agreement; or (Bix) any granting by Trenwick settlement of pending or threatened litigation involving Showboat or any of its Subsidiaries (whether brought by a private party or a Governmental Entity) other than any settlement which is not likely to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, (iv) any tax election that individually or in the aggregate would have a Showboat Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("SAP"))Effect.

Absence of Certain Changes or Events. Except for liabilities ------------------------------------ incurred in connection with this Agreement, the Plans, the Stock Option Agreements and or the transactions contemplated hereby or thereby, and thereby or except as described in permitted by Section 3.5 of the Trenwick Disclosure Letter4.1(b), as disclosed in the Trenwick SEC Reports filed and publicly available prior to the date of this Agreement (the "Filed Trenwick SEC Reports") since the date of the most recent audited financial statements included in the Filed Trenwick SEC ReportsXxxxx 00, Trenwick 0000, XXX and its Subsidiaries subsidiaries have conducted their business only in the ordinary course consistent with past practicepractice or as disclosed in any HBO SEC Document filed since such date and prior to the date hereof, and there has not occurred been (i) any event or material adverse change having individually or (as defined in the aggregate a Material Adverse Effect on TrenwickSection 8.3) in HBO, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickHBO's outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iii) any split, combination or reclassification of any of HBO's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of HBO's capital stock, except for issuances of HBO Common Stock upon exercise or conversion of HBO Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(b), (Aiv)(A) any granting by Trenwick HBO or any of its Subsidiaries subsidiaries to any current or former director director, officer or officer other key employee of Trenwick HBO or its Subsidiaries subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases as a result of promotions, normal increases of base pay or target bonuses in the ordinary course of businessbusiness or as was required under any employment agreements in effect as of Xxxxx 00, 0000, (BX) any granting by Trenwick HBO or any of its Subsidiaries subsidiaries to any such current or former director director, officer or officer key employee of any increase in severance or termination pay pay, or (C) any entry by Trenwick HBO or any of its Subsidiaries subsidiaries into, or any amendments amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or director, officer, or any material amendment of any of the foregoing with any key employee, (ivv) except insofar as may have been disclosed in HBO SEC Documents filed and publicly available prior to the date of this Agreement (as amended to the date hereof, the "HBO Filed SEC Documents") or required by a change in GAAP, any change in accounting methods, principles or practices by HBO materially affecting its assets, liabilities or business, (vi) except insofar as may have been disclosed in the HBO Filed SEC Documents, any tax election that individually or in the aggregate would have a Material Adverse Effect material adverse effect on Trenwick HBO or any of its tax attributes or any settlement or compromise of any material income tax liability, liability or (vvii) any change in accounting methods, principles or practices action taken by Trenwick HBO or any of its Subsidiaries materially affecting their assetsthe HBO subsidiaries during the period from April 1, liabilities or business1998 through the date of this Agreement that, except insofar as may have been required or permitted by if taken during the period from the date of this Agreement through the Effective Time, would constitute a change in applicable accounting principles (including statutory accounting practices ("SAP")breach of Section 4.1(b).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed set forth in the Trenwick FNT SEC Reports Documents filed and publicly available prior to the date of this Agreement (the "“Filed Trenwick FNT SEC Reports"Documents”) since the date or in Section 3.2(d) of the most recent audited financial statements included Disclosure Schedule or in connection with the Filed Trenwick SEC Reportstransactions contemplated hereby, Trenwick since December 31, 2005, each of FNT and the FNT Subsidiaries has conducted its Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and there has not occurred been (i) any event change, circumstance, effect, event, development or change having occurrence that, individually or in the aggregate a aggregate, has had or would reasonably be expected to have an FNT Material Adverse Effect on TrenwickEffect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Trenwick's FNT’s outstanding capital stock (other than ordinary quarterly cash dividends), (iii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock, other than regular quarterly cash dividends of not more than $0.26 per share on the Trenwick Shares and dividends paid by wholly owned subsidiaries, (iiiiv) (Ax) any granting by Trenwick FNT or any of its the FNT Subsidiaries to any current Executive Officer of FNT or former director or officer of Trenwick or its such FNT Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of businessbusiness consistent with prior practice or as was required under employment agreements in effect as of December 31, 2005, (By) any granting by Trenwick FNT or any of its the FNT Subsidiaries to any such current or former director or officer Executive Officer of any increase in severance or termination pay pay, except as was required under any employment, severance or termination agreements in effect as of December 31, 2005 or (Cz) any entry by Trenwick FNT or any of its Subsidiaries into, or any amendments of, FNT Subsidiary into any employment, deferred compensation, consulting, severance, severance or termination or indemnification agreement with any such current Executive Officer or former director or officer, (iv) any tax election that individually or in the aggregate would have a Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, other employee or (v) any change in accounting methods, principles or practices by Trenwick FNT or any of its the FNT Subsidiaries materially affecting their its assets, liabilities or business, including any change with respect to the establishment of reserves for unearned premiums, losses and loss adjustment expenses, except insofar as may have been required or permitted by a change in applicable accounting principles (including statutory accounting practices ("GAAP or SAP")).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick WABCO SEC Reports Documents filed and publicly available prior to the date of this Agreement Agreement, since December 31, 1998, (the "Filed Trenwick SEC Reports"A) since the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick WABCO and its Subsidiaries have conducted their business not incurred any material liability or obligation (indirect, direct or contingent), or entered into any material oral or written agreement or other transaction, that is not in the ordinary course consistent with past practice, and there has not occurred (i) any event of business or change having individually or in the aggregate that would have a Material Adverse Effect on TrenwickWABCO, (iiB) WABCO and its Subsidiaries have not sustained any declarationloss or interference with their business or properties from fire, setting aside flood, windstorm, accident or payment other calamity (whether or not covered by insurance) that has had or that would have a Material Adverse Effect on WABCO, (C) there has been no change in the capital stock of WABCO and no dividend or distribution of any dividend kind declared, paid or other distribution (whether in cash, stock or property) with respect to made by WABCO on any class of Trenwick's outstanding capital its stock, other than except for the regular quarterly cash dividends dividend of not more than $0.26 .01 per share on the Trenwick Shares and dividends paid by wholly owned subsidiariesof WABCO Common Stock, (iiiD) there has not been (Ay) any granting by Trenwick WABCO or any of its Subsidiaries to any current executive officer or former director or officer of Trenwick or its Subsidiaries material modification of any increase in compensation, bonus severance or other benefits, except for normal increases in the ordinary course of business, termination benefits or (Bz) any granting entry by Trenwick WABCO or any of its Subsidiaries to any such current into or former director or officer material modification of any increase in employment, severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or executive officer, (ivE) WABCO and its Subsidiaries have not prepared or filed any tax election Tax Return (as defined in Section 2.9) inconsistent in any material respect with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, and (F) there has been no other event causing a Material Adverse Effect on WABCO, nor any development that would, individually or in the aggregate would aggregate, have a Material Adverse Effect on Trenwick or any WABCO. Set forth in Section 2.7 of its tax attributes or any settlement or compromise WABCO Disclosure Letter is a description of any material income tax liabilitychanges, between December 31, 1998 and the date of this Agreement (excluding any intervening fluctuations between such dates), to the amount and terms of the indebtedness of WABCO and its Subsidiaries as described in WABCO's Annual Report on Form 10-K for the year ended December 31, 1998, as filed with the SEC (other than any changes in, or (v) any change in accounting methodsthe incurrence of, principles or practices by Trenwick indebtedness of WABCO or any of its Subsidiaries materially affecting their assets, liabilities or business, except insofar as may have been required or permitted by with a change principal amount not in applicable accounting principles (including statutory accounting practices ("SAP")excess of $1,000,000).

Absence of Certain Changes or Events. Except in connection with this Agreement, the Plans, the Stock Option Agreements and the transactions contemplated hereby and thereby or except as described in Section 3.5 of the Trenwick Disclosure Letter, as disclosed in the Trenwick TriNet Filed SEC Reports filed Documents since December 31, 1998 (the "TRINET FINANCIAL STATEMENT DATE") and publicly available prior to the date of this Agreement (Agreement, TriNet, the "Filed Trenwick SEC Reports") since TriNet Managed Subsidiaries and, to TriNet's Knowledge, the date of the most recent audited financial statements included in the Filed Trenwick SEC Reports, Trenwick and its TriNet Non-Managed Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and there has not occurred been (i) any event events which have occurred or change having circumstances which have arisen that, individually or in the aggregate have resulted in or would reasonably be expected to result in a TriNet Material Adverse Effect on TrenwickEffect, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of TrenwickTriNet's outstanding capital stock, other than except for (A) regular quarterly cash dividends on the TriNet Common Stock not in excess of not more than $0.26 .65 per share of TriNet Common Stock, (B) regular quarterly dividends on the Trenwick Shares TriNet Series A Preferred Stock not in excess of $.585938 per share of TriNet Series A Preferred Stock, (C) regular quarterly dividends on TriNet Series B Preferred Stock not in excess of $.575 per share of TriNet Series B Preferred Stock, (D) regular quarterly dividends on TriNet Series C Preferred Stock not in excess of $.50 per share of TriNet Series C Preferred Stock and dividends paid (E) any distributions by wholly owned subsidiariesany TriNet Subsidiaries to other TriNet Subsidiaries or to TriNet, (iii) (A) any granting by Trenwick split, combination or reclassification of any of TriNet's stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its Subsidiaries to any current or former director or officer of Trenwick or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in the ordinary course of business, (B) any granting by Trenwick stock or any issuance of its Subsidiaries to any such current or former director or officer of any increase in severance or termination pay or (C) any entry by Trenwick or any of its Subsidiaries into, or any amendments ofan ownership interest in, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officerTriNet Subsidiary that is not wholly owned by TriNet, (iv) any tax election damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate has resulted in or would have reasonably be expected to result in a TriNet Material Adverse Effect on Trenwick or any of its tax attributes or any settlement or compromise of any material income tax liability, or (v) any change in accounting methods, principles or practices by Trenwick or any of its Subsidiaries materially affecting their its assets, liabilities or business, except insofar as may have been disclosed in the TriNet SEC Documents filed with the SEC prior to the date of this Agreement or required or permitted by a change in applicable accounting principles Law or GAAP. All dividends on TriNet Common Stock and TriNet Preferred Stock which have been declared prior to the date of this Agreement have been paid in full, except for (including statutory accounting practices i) the dividend in the amount of $.65 per share that is payable to holders of record of TriNet Common Stock on June 30, 1999 and the dividends in the amount of $.585938, $.575 and $.50 that is payable to holders of record on June 15, 1999 of TriNet Series A Preferred Stock, TriNet Series B Preferred Stock and TriNet Series C Preferred Stock, respectively, and ("SAP"))ii) dividends which the failure to pay has not resulted in and would not reasonably be expected to result in a TriNet Material Adverse Effect.