each of its Affiliates to, with respect to each Specified
Business:
(A)
NOT INCUR, CREATE OR ASSUME ANY ENCUMBRANCE ON ANY OF ITS ASSETS
OTHER THAN A PERMITTED ENCUMBRANCE;
(B)
NOT SELL, LEASE, LICENSE, TRANSFER OR DISPOSE OF ANY ASSETS OTHER
THAN IN THE ORDINARY COURSE OF BUSINESS; PROVIDED, HOWEVER, THAT IN ANY EVENT,
SUCH ASSETS SHALL NOT (I) CONSTITUTE A CABLE SYSTEM OR MATERIAL PORTION THEREOF
OR (II) INCLUDE ANY EQUITY SECURITIES OF ANY ASSET TRANSFERRING SUBSIDIARY
(OTHER THAN IN CONNECTION WITH A TRANSFER TO SELLER OR ANY OF ITS WHOLLY OWNED
SUBSIDIARIES THAT IS AN ASSET TRANSFERRING SUBSIDIARY AND A DEBTOR);
(C)
NOT (I) ASSUME PURSUANT TO AN ORDER OF THE BANKRUPTCY COURT ANY
OCB CONTRACT, (II) ENTER INTO ANY CONTRACT IN THE CONTRACT CATEGORIES EXPECTED
TO BE ASSUMED THAT CONTAINS ANY SPECIAL TERMS (EXCEPT WITH RESPECT TO CLAUSE
(I) OF THE DEFINITION THEREOF), (III) MODIFY, RENEW (EXCEPT IN RESPECT OF
GOVERNMENTAL AUTHORIZATIONS PURSUANT TO SECTION 5.2(R)), SUSPEND, ABROGATE OR
AMEND IN ANY MATERIAL RESPECT (INCLUDING THE ADDITION OF ANY SPECIAL TERM) ANY
(A) GOVERNMENTAL AUTHORIZATION THAT 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
94
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;
(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