ANY DIVIDEND OR OTHER DISTRIBUTION IN
RESPECT OF ANY SHARES OF ITS CAPITAL STOCK, OR EXCEPT FOR THE EQUITY
CANCELLATION, CANCEL, RECLASSIFY, SPLIT, COMBINE, SUBDIVIDE, PURCHASE, REDEEM OR
OTHERWISE ACQUIRE, ANY SHARES OF ITS CAPITAL STOCK OR SECURITIES CONVERTIBLE OR
EXCHANGEABLE INTO OR EXERCISABLE FOR ANY SHARES OF ITS CAPITAL STOCK;
(E)
USE ANY OF ITS CASH EXCEPT TO SATISFY ADMINISTRATIVE CLAIMS AND
OBLIGATIONS THAT ARE, AND TO THE EXTENT, SPECIFICALLY SET FORTH ON SCHEDULE
1.1(D);
(F)
CREATE, INCUR, REPAY, PREPAY OR ASSUME ANY INDEBTEDNESS FOR MONEY
BORROWED OR OBLIGATIONS IN RESPECT OF CAPITAL LEASES;
(G)
ASSUME, ENDORSE, GUARANTEE OR OTHERWISE BECOME LIABLE OR
RESPONSIBLE FOR (WHETHER DIRECTLY, CONTINGENTLY OR OTHERWISE) ANY INDEBTEDNESS
FOR MONEY BORROWED OR ANY OTHER OBLIGATION OF ANY OTHER PERSON;
(H)
(I) APPROVE OR PUT INTO EFFECT ANY INCREASE IN COMPENSATION OR
BENEFITS PAYABLE TO ANY OF ITS EMPLOYEES, MAKE ANY BONUS PAYMENT TO ANY OF ITS
EMPLOYEES OR AMEND ANY BENEFIT PLAN TO INCREASE THE AMOUNT OF COMPENSATION OR
BENEFITS PAYABLE THEREUNDER; OR (II) ENTER INTO OR ADOPT ANY NEW BENEFIT PLAN;
(I)
CHANGE THE ACCOUNTING METHODS, PRINCIPLES OR PRACTICES EMPLOYED
BY THE COMPANY, EXCEPT AS REQUIRED BY GAAP;
(J)
TERMINATE, AMEND, MODIFY, WAIVE ANY RIGHTS OR EXERCISE AN
EXTENSION OR RENEWAL OPTION UNDER ANY COMPANY AGREEMENT ON SCHEDULE 2.13(A) OR
THAT WOULD HAVE HAD TO BE DISCLOSED ON SCHEDULE 2.13(A) HAD IT BEEN ENTERED INTO
PRIOR TO THE DATE OF THIS AGREEMENT;
23
(K)
ENTER INTO ANY CONTRACT CONTAINING A "NON-COMPETE",
"NON-SOLICITATION", "MOST FAVORED NATION", "EXCLUSIVITY" OR SIMILAR PROVISION
THAT WOULD RESTRICT THE COMPANY OR BUYER OR ANY OF ITS AFFILIATES AFTER THE
CLOSING;
(L)
ENTER INTO ANY CONTRACT THAT WOULD HAVE HAD TO BE DISCLOSED ON
SCHEDULE 2.13(A) HAD IT BEEN ENTERED INTO PRIOR TO THE DATE OF THIS AGREEMENT
(IT BEING UNDERSTOOD AND AGREED BY THE PARTIES THAT ENTRY INTO ANY SUCH CONTRACT
BY THE COMPANY SHALL ALSO REQUIRE THE PRIOR WRITTEN CONSENT OF LEGAL OR
FINANCIAL ADVISORS OF THE COMPANY COMMITTEE, SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD) OR ASSUME PURSUANT TO THE BANKRUPTCY CODE ANY COMPANY AGREEMENT;
(M)
MORTGAGE, PLEDGE OR SUBJECT TO ANY LIEN (OTHER THAN PERMITTED
LIENS) ANY OF ITS ASSETS EXCEPT TO THE EXTENT SUCH MORTGAGE, PLEDGE OR LIEN
WOULD BE RELEASED, REMOVED AND/OR SATISFIED UNDER THE TERMS OF THE COMPANY
CONFIRMATION ORDER;
(N)
CHANGE OR MODIFY ANY OF THE FOLLOWING:
(I) BILLING AND COLLECTION
POLICIES, PROCEDURES AND PRACTICES WITH RESPECT TO ACCOUNTS RECEIVABLE OR
UNBILLED CHARGES; (II) POLICIES, PROCEDURES AND PRACTICES WITH RESPECT TO THE
PROVISION OF DISCOUNTS, REBATES OR ALLOWANCES; OR (III) PAYMENT POLICIES,
PROCEDURES AND PRACTICES WITH RESPECT TO ACCOUNTS PAYABLE;
(O)
SELL, ASSIGN, LEASE, LICENSE, MORTGAGE, PLEDGE, SURRENDER,
ENCUMBER, DIVEST, CANCEL, ABANDON, TRANSFER OR ALLOW TO LAPSE OR EXPIRE OR
OTHERWISE DISPOSE OF ANY MATERIAL ASSETS (OTHER THAN ANY OF THE FOREGOING
ACTIONS WHICH ARE IN THE ORDINARY COURSE AND ARE NOT IN THE AGGREGATE MATERIAL);
(P)
ENTER INTO A TRANSACTION WITH AN INSIDER OR MAKE ANY PAYMENT TO,
OR RECEIVE ANY