DIRECTORS OR ANY PERSON AFFILIATED WITH ANY OF THE
FOREGOING, (II) MAKING ANY CHANGE IN ITS BORROWING ARRANGEMENTS,
(III) MODIFYING, AMENDING OR TERMINATING ANY OF ITS MATERIAL CONTRACTS EXCEPT AS
33
SPECIFICALLY PROVIDED IN THIS AGREEMENT OR IN THE ORDINARY COURSE OF BUSINESS,
OR (IV) WAIVING, RELEASING OR ASSIGNING ANY MATERIAL RIGHTS OR CLAIMS, OTHER
THAN IN THE ORDINARY COURSE OF BUSINESS;
(E)
MATERIALLY CHANGING ACCOUNTING POLICIES OR
PROCEDURES, EXCEPT AS MAY BE REQUIRED BY GAAP;
(F)
INCREASING THE RATES OF DIRECT
COMPENSATION OR BONUS COMPENSATION PAYABLE OR TO BECOME PAYABLE TO ANY OFFICER,
EMPLOYEE, AGENT OR CONSULTANT OF THE COMPANY OR THE COMPANY SUBSIDIARY, EXCEPT
IN THE ORDINARY COURSE OF BUSINESS OR IN ACCORDANCE WITH THE EXISTING TERMS OF
CONTRACTS ENTERED INTO PRIOR TO THE DATE OF THIS AGREEMENT;
(G)
MAKING ANY CAPITAL EXPENDITURE OTHER THAN IN
THE ORDINARY COURSE OF BUSINESS;
(H)
ACQUIRING OR AGREEING TO ACQUIRE BY MERGING
OR CONSOLIDATING WITH, OR BY PURCHASING A SUBSTANTIAL PORTION OF THE ASSETS OF,
OR BY ANY OTHER MANNER, ANY EQUITY INTEREST IN OR BUSINESS OF ANY CORPORATION,
PARTNERSHIP, JOINT VENTURE, ASSOCIATION OR OTHER BUSINESS ORGANIZATION OR
DIVISION THEREOF;
(I)
ENTERING INTO ANY AGREEMENT,
ARRANGEMENT, TRANSACTION OR INDEBTEDNESS IN WHICH THE COMPANY OR ITS DIRECTORS,
OFFICERS, STOCKHOLDERS OR AFFILIATES, OR ANY OF THEIR RESPECTIVE AFFILIATES OR
IMMEDIATE FAMILY MEMBERS HAVE A DIRECT OR INDIRECT FINANCIAL INTEREST;
(J)
AGREEING TO SELL, TRANSFER, DELIVER,
LEASE, LICENSE, SUBLICENSE, MORTGAGE, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF
(IN WHOLE OR IN PART), OR CREATE, INCUR, ASSUME OR ALLOW SECURITY INTEREST, LIEN
OR ENCUMBRANCE ON, ANY OF ITS PROPERTIES OR ASSETS (INCLUDING ANY COMPANY
INTELLECTUAL PROPERTY) OTHER THAN (I) IN THE ORDINARY COURSE OF BUSINESS, BUT IN
NO EVENT SHALL SUCH DISPOSITIONS EXCEED $50,000 INDIVIDUALLY OR $100,000 IN THE
AGGREGATE FOR THE COMPANY, OR (II) AS REQUIRED PURSUANT TO THE TERMS OF ANY
MATERIAL CONTRACT SET FORTH IN THE DISCLOSURE SCHEDULE;
(K)
EXCEPT WITH RESPECT TO THE MANAGEMENT
EQUITY TRANSFERS (AS DEFINED BELOW) AND THE COMPANY BONUS PLAN, (I)
ESTABLISHING, ADOPTING, ENTERING INTO OR AMENDING, MODIFYING OR TERMINATING ANY
BENEFIT PLANS, INCLUDING ANY BONUS, PROFIT SHARING, COMPENSATION, STOCK OPTION,
WARRANT, PENSION, RETIREMENT, DEFERRED COMPENSATION, EMPLOYMENT, SEVERANCE,
TERMINATION, CHANGE IN CONTROL, INDEMNIFICATION, RETENTION BONUS OR OTHER
EMPLOYEE BENEFIT PLAN, AGREEMENT, TRUST FUND OR ARRANGEMENT FOR THE BENEFIT OR
WELFARE OF ANY OFFICER, DIRECTOR, SHAREHOLDER, EMPLOYEE, CONSULTANT OR OTHER
INDIVIDUAL PERFORMING SERVICES FOR THE COMPANY OR THE COMPANY SUBSIDIARY, EXCEPT
TO THE EXTENT NECESSARY TO COMPLY WITH APPLICABLE LAW, (II) AGREEING TO ANY
INCREASE IN THE COMPENSATION OR BENEFITS, INCLUDING CASH, EQUITY, AND OTHER
FORMS OF COMPENSATION PAYABLE OR TO BECOME PAYABLE TO, OR ANY INCREASE IN THE
CONTRACTUAL TERM OF EMPLOYMENT OF, ANY OFFICER, DIRECTOR, STOCKHOLDER OR
CONSULTANT OR SALARIED EMPLOYEE (OTHER THAN FOR NON-MANAGEMENT EMPLOYEES IN THE
ORDINARY COURSE OF BUSINESS), (III) PAYING ANY BENEFIT NOT REQUIRED BY ANY
BENEFIT PLAN OR OTHER PLAN OR AGREEMENT, (IV) AMENDING IN ANY RESPECT ITS
COLLECTIVE BARGAINING AGREEMENT, OR ANY OTHER AGREEMENT OR COMMITMENT TO OR
RELATING TO