definiens: within the meaning of Section 7121 of the Code ( or any similar provision of state, local or non - U.S. L aw ), or surrender any right to claim a material refund of T axes, in each case, except to the extent such actio n would not be binding on BH, the Purchaser or any of their res pective Affiliates and would not reasonably be expe cted to affect the Taxes of BH, the Purchaser or any of the ir respective Affiliates ; ( xii ) redeem, repurchase, prepay, defease, incur, assume, endorse, guarantee or otherwise become liable for or modify in any materi al respects the terms of any Indebtedness or any de rivative financial instruments or arrangements ( including sw aps, caps, floors, futures, forward contracts and o ption agreements ), or issue or sell any debt securities o r calls, options, warrants or other rights to acqui re any debt securities ( directly, contingently or otherwise ), o ther than Indebtedness outstanding under the DIP Fa cility in an aggregate principal amount outstanding at any time not to exceed $ 155,000,000 ; ( xiii ) ( A ) enter into any transactions or Co ntracts with any Affiliate or other Person that would be required to be disclosed by th e Parent under Item 404 of Regulation S - K of the SE C or ( B ) any Person who beneficially owns, directly or i ndirectly, more than five percent ( 5 % ) of the outst anding shares of Parent Common Stock ; ( xiv ) cancel or fail to use commercially rea sonable efforts to maintain in the ordinary course the Sellers ’ insurance policies inc luded in, or covering any, Acquired Assets or to re new or replace existing insurance policies included in, or covering any, Acquired Assets following their term ination ; 40 ( xv ) ( A ) enter into any lease or sublease o f real property as lessee or sublessee, or ( B ) materially modify or amend any Lease or othe r lease or sublease of real property, in each case other than in the ordinary course of business consistent with past practice ; ( xvi ) fail to maintain its Books and Records ; ( xvii ) terminate or modify or waive in any ma terial respect any right under any Permit ; ( xviii ) adopt or otherwise implement any stock holder rights plan, or other comparable agreement ; ( xix ) convert the Chapter 11 Case into a liq uidation proceeding under Chapter 7 of the Bankruptcy Code ; ( xx ) participate in any scheduled meetings or teleconferences with, or correspond in writing, communicate or consult with the FDA or any similar Governmental Entity without providing the Purchaser ( whenever feasible and to t he extent permitted under applicable Law ) with prio r written notice and, within twenty four ( 24 ) hours from the time such written notice is delivered, the opportun ity to consult with the Parent with respect to such corres pondence, communication or consultation, in each ca se to the extent permitted by applicable Law ; ( xxi ) except as contemplated by and in accor dance with this Agreement and the Bidding Procedures, take or cause to be taken any a ction that would reasonably be expected to material ly delay, materially impede or prevent the consummation of th e Acquisition ; ( xxii ) make any material change in billing, i nventory management or cash management practices ( including with respect to the timing and frequency of collection of receivables and paying of payables ) or in working capital practices, or encourage any distributor or customer directly or indirectly to accelerate purchases of the Products or modify discounting, rebate and similar practices ; ( xxiii ) voluntarily terminate, enter into or a mend any Benefit Plan ; ( xxiv ) with respect to all Business Employees, except as required by any Benefit Plan as in effect on the date hereof, ( A ) increase any compensation or benefits of such employees ; or ( B ) grant any incentive, bonus, severance, retention or termi nation pay or benefits ; ( xxv ) hire any employees or terminate any Offe r Employees ( other than for cause ) ; ( xxvi ) enter into a collective bargaining agree ment or other labor union Contract with respect to the Offer Employees ; ( xxvii ) amend, restate, supplement or otherwise modify the DIP Facility ; or 41 ( xxviii ) agree or authorize, in writing or otherw ise, to take any of the foregoing actions