IS MATERIAL, (B) CONTRACT RELATED TO ANY
SPECIFIED BUSINESS THAT IS MATERIAL OR THAT CONTAINS SPECIAL TERMS (EXCEPT WITH
RESPECT TO CLAUSE (I) OF THE DEFINITION THEREOF), (C) RETRANSMISSION CONSENT
AGREEMENT (IN A MANNER WHICH WOULD RESULT IN ANY COMPENSATION BEING PAYABLE
THEREUNDER, OTHER THAN COMPENSATION THAT IS CUSTOMARY, CONSISTENT WITH SELLER'S
PAST PRACTICE AND, IN ANY EVENT, NON-MONETARY), (D) THIRD PARTY CONFIDENTIALITY
AGREEMENT OR (E) CONTRACT LISTED ON SCHEDULE 1.1(K)(II) OF THE SELLER DISCLOSURE
SCHEDULE (OTHER THAN, WITH RESPECT TO THIS CLAUSE (E), WITH THE CONSENT OF
BUYER, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD (OTHER THAN IN THE CASE OF
EXTENDING THE TERM OR AMENDING WITH LIKE EFFECT ANY LEASE ON SCHEDULE
1.1(K)(II), WITH RESPECT TO WHICH SUCH CONSENT SHALL BE AT BUYER'S DISCRETION)),
(IV) REJECT OR TERMINATE ANY CONTRACT RELATED TO ANY SPECIFIED BUSINESS OR
(V) WITH RESPECT TO ANY CONTRACT RELATED TO ANY SPECIFIED BUSINESS, TAKE ANY
ACTION OUTSIDE THE ORDINARY COURSE OF BUSINESS OR FAIL TO TAKE ANY ACTION IN THE
ORDINARY COURSE OF BUSINESS;
(D)
NOT DECLARE, SET ASIDE OR PAY ANY DIVIDEND OR DISTRIBUTION ON ANY
INVESTMENT ENTITY SECURITIES;
(E)
NOT AMEND ANY OF THE INVESTMENT DOCUMENTS;
(F)
NOT ISSUE, SELL, PLEDGE, TRANSFER (OTHER THAN TO SELLER OR ANY
WHOLLY OWNED SUBSIDIARY OF SELLER; PROVIDED, THAT ANY SUCH WHOLLY OWNED
SUBSIDIARY SHALL BE AN ASSET TRANSFERRING SUBSIDIARY AND A DEBTOR), DISPOSE OF
OR ENCUMBER ANY INVESTMENT ENTITY SECURITIES;
92
(G)
NOT SPLIT, COMBINE, SUBDIVIDE, RECLASSIFY OR REDEEM, OR PURCHASE
OR OTHERWISE ACQUIRE, ANY INVESTMENT ENTITY SECURITIES;
(H)
PROVIDE PROMPT WRITTEN NOTICE TO BUYER OF SELLER OR ANY OF ITS
AFFILIATES ENTERING INTO ANY OCB CONTRACT THAT IS MATERIAL TO ANY SPECIFIED
BUSINESS;
(I)
NOT DISPOSE OF, LICENSE OR PERMIT TO ABANDON, INVALIDATE OR LAPSE
ANY RIGHTS IN, TO OR FOR THE USE OF ANY MATERIAL TRANSFERRED INTELLECTUAL
PROPERTY;
(J)
NOT (I) INCREASE THE COMPENSATION OF ANY EMPLOYEE OR CURRENT
DIRECTOR OF SELLER OR ANY OF ITS SUBSIDIARIES, EXCEPT FOR INCREASES IN SALARY OR
WAGE RATES IN THE ORDINARY COURSE OF BUSINESS OR AS REQUIRED BY THE TERMS OF
AGREEMENTS OR PLANS CURRENTLY IN EFFECT AND LISTED ON SCHEDULE 3.10(A) OF THE
SELLER DISCLOSURE SCHEDULE OR WITH RESPECT TO ANY EMPLOYEE LISTED ON SCHEDULE
5.8(A)(II) OF THE SELLER DISCLOSURE SCHEDULE, (II) ESTABLISH, AMEND, PAY, AGREE
TO GRANT OR INCREASE ANY SPECIAL BONUS, SALE BONUS, STAY BONUS, RETENTION BONUS,
DEAL BONUS, EMERGENCE AWARD OR CHANGE IN CONTROL BONUS OR ANY OTHER BENEFIT
UNDER SELLER'S PERFORMANCE RETENTION PLAN OR OTHER PLAN, AGREEMENT, AWARD OR
ARRANGEMENT, OTHER THAN ANY SUCH AWARD, ENTITLEMENT OR ARRANGEMENT THAT WILL BE
FULLY PAID AND SATISFIED ON OR PRIOR TO THE CLOSING DATE (OTHER THAN ANY SALE
BONUS UNDER THE SALE BONUS PROGRAM AS PROVIDED BELOW OR AS OTHERWISE PROVIDED IN
THE PARENTHETICAL AT THE END OF THIS CLAUSE (II) WITH RESPECT TO AWARDS OTHER
THAN AWARDS UNDER THE SALE BONUS PROGRAM OR SELLER'S PERFORMANCE RETENTION PLAN)
AND THE LIABILITIES OF WHICH WILL BE EXCLUDED LIABILITIES OR, WITH RESPECT TO
ANY