OR ANY SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR MEMBERSHIP INTERESTS (OR
OTHER EQUITY INTERESTS), OR ISSUE ANY OPTIONS, WARRANTS OR OTHER RIGHTS TO
ACQUIRE ANY MEMBERSHIP INTERESTS (OR OTHER EQUITY INTERESTS);
(B)
SELL, TRANSFER OR OTHERWISE DISPOSE OF OR ENCUMBER ANY OF THE ASSETS
OF THE BUSINESS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
(C)
CANCEL ANY DEBTS OR WAIVE ANY MATERIAL CLAIMS OR RIGHTS PERTAINING TO
THE BUSINESS;
(D)
INCUR, ASSUME OR GUARANTEE ANY INDEBTEDNESS, OR ISSUE ANY NOTES,
BONDS, DEBENTURES OR OTHER SIMILAR SECURITIES, OR GRANT ANY OPTION, WARRANT OR
RIGHT TO PURCHASE ANY OF THE
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SAME, OR ISSUE ANY SECURITY CONVERTIBLE OR EXCHANGEABLE OR EXERCISABLE FOR DEBT
SECURITIES OF THE COMPANIES;
(E)
EXCEPT AS DEEMED NECESSARY BY SELLER IN CONNECTION WITH RESOLUTION OF
THE MATTERS RAISED IN THE PENDING AUDIT BUT ONLY TO THE EXTENT SUCH RESOLUTION
DOES NOT INVOLVE A CHANGE IN THE TAX CLASSIFICATION OF THE COMPANIES AND SELLER
REFERENCED IN SECTION 4.11(F), MAKE OR CHANGE ANY MATERIAL TAX ELECTIONS (EXCEPT
AS REQUIRED BY LAW), ADOPT OR CHANGE ANY ACCOUNTING METHOD WITH RESPECT TO TAXES
EXCEPT AS MAY BE REQUIRED AS A RESULT OF A CHANGE IN LAW, FILE ANY AMENDMENT TO
A TAX RETURN, ENTER INTO ANY CLOSING AGREEMENT WITH RESPECT TO TAXES, SETTLE ANY
MATERIAL CLAIM OR ASSESSMENT WITH RESPECT TO TAXES, CONSENT TO ANY EXTENSION OR
WAIVER OF THE LIMITATION PERIOD APPLICABLE TO ANY CLAIM OR ASSESSMENT IN RESPECT
TO TAXES, OR SETTLE OR COMPROMISE ANY MATERIAL TAX LIABILITY;
(F)
ENTER INTO ANY EMPLOYMENT AGREEMENT OR SEVERANCE AGREEMENT OR ANY
OTHER COMPENSATION ARRANGEMENT BINDING ON THE COMPANIES OR THAT WOULD BE BINDING
ON BUYER PURSUANT TO SECTION 6.6;
(G)
EXCEPT AS MAY BE REQUIRED AS A RESULT OF A CHANGE IN LAW OR IN GAAP,
CHANGE ANY OF THE ACCOUNTING PRINCIPLES OR PRACTICES USED BY THE COMPANIES;
(H)
EXCEPT FOR THOSE ACTIVITIES AND EXPENDITURES CONTEMPLATED BY SCHEDULE
6.1, MAKE ANY CAPITAL EXPENDITURE OR MAKE ANY COMMITMENT TO MAKE ANY CAPITAL
EXPENDITURE IN EXCESS OF $250,000, OTHER THAN (I) PURSUANT TO EXISTING
COMMITMENTS SET FORTH IN THE DISCLOSED CONTRACTS OR BUSINESS PLANS DESCRIBED IN
SCHEDULE 6.1, (II) TO REPAIR, MAINTAIN OR REPLACE ANY ASSETS, PROPERTIES OR
FACILITIES IN THE ORDINARY COURSE OF BUSINESS, OR (III) AS MAY BE NECESSARY TO
MAINTAIN OR RESTORE SAFE OPERATIONS OF THE BUSINESS OR RESPOND TO ANY
CATASTROPHE OR OTHER EMERGENCY SITUATION;
(I)
ADOPT A PLAN OF COMPLETE OR PARTIAL LIQUIDATION, DISSOLUTION,
RESTRUCTURING, RECAPITALIZATION OR OTHER RESTRUCTURING;
(J)
EXCEPT AS CONTEMPLATED BY THE NOTE PURCHASE AGREEMENT OR THE LOAN
AGREEMENT, PLEDGE OR MORTGAGE THE ASSETS OF THE COMPANIES OR OTHERWISE CAUSE OR
PERMIT A LIEN (OTHER THAN A PERMITTED LIEN) TO EXIST AGAINST THE ASSETS OF THE
COMPANIES;
(K)
EFFECT ANY SPLIT, COMBINATION OR RECLASSIFICATION OF THE LLC
INTERESTS;
(L)
REDEEM, REPURCHASE OR OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY, ANY
OF THE LLC INTERESTS;
(M)
ALLOW OR CAUSE EITHER COMPANY TO ACQUIRE (BY PURCHASE, MERGER OR
OTHERWISE) ANY EQUITY INTEREST IN, OR OTHERWISE MAKE