ANY SUBSIDIARY
OF SELLER IN THE ORDINARY COURSE);
(L)
NOT SETTLE ANY CLAIMS, ACTIONS, ARBITRATIONS, DISPUTES OR OTHER
PROCEEDINGS THAT WOULD RESULT IN SELLER OR ANY OF ITS AFFILIATES BEING ENJOINED
IN ANY RESPECT MATERIAL TO THE TRANSACTION OR ANY SPECIFIED BUSINESS OR THAT
WOULD AFFECT ANY SPECIFIED BUSINESS AFTER THE CLOSING (OTHER THAN IN A DE
MINIMIS MANNER);
(M)
NOT MAKE ANY MATERIAL CHANGE IN ANY METHOD OF ACCOUNTING, KEEPING
OF BOOKS OF ACCOUNT OR ACCOUNTING PRACTICES OR IN ANY MATERIAL METHOD OF TAX
ACCOUNTING OF SELLER OR ANY OF ITS SUBSIDIARIES UNLESS REQUIRED (I) BY A
CONCURRENT CHANGE IN GAAP OR APPLICABLE LAW OR (II) UPON PRIOR WRITTEN NOTICE TO
BUYER, IN ORDER TO COMPLY WITH ANY GAAP REQUIREMENTS OR FASB INTERPRETATIONS OR
IN ORDER TO COMPLY WITH THE VIEW OF SELLER'S INDEPENDENT AUDITORS;
(N)
EXCEPT FOR CAPITAL EXPENDITURES, WHICH SHALL BE GOVERNED BY
SECTION 5.2(S), NOT ACQUIRE ANY ASSETS OR ANY BUSINESS (INCLUDING EQUITY
SECURITIES) IN ONE OR A SERIES OF RELATED TRANSACTIONS, OTHER THAN (I) PURSUANT
TO AGREEMENTS IN EFFECT AS OF THE DATE HEREOF THAT WERE DISCLOSED TO BUYER PRIOR
TO THE DATE HEREOF, (II) ASSETS USED BY SELLER IN THE ORDINARY COURSE OF
BUSINESS (WHICH ASSETS DO NOT CONSTITUTE A SYSTEM, A BUSINESS UNIT, DIVISION OR
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE TRANSFEROR), (III) ANY INTEREST IN
OR ASSETS OF ANY ENTITY WHICH NOMINALLY OWNS ANY INTEREST IN ANY MCE SYSTEM AND
(IV) ANY EQUITY SECURITIES IN ANY TELE-MEDIA ENTITY;
(O)
USE COMMERCIALLY REASONABLE EFFORTS TO CONTINUE NORMAL MARKETING,
ADVERTISING AND PROMOTIONAL EXPENDITURES WITH RESPECT TO EACH SPECIFIED
BUSINESS;
(P)
USE COMMERCIALLY REASONABLE EFFORTS TO (I) MAINTAIN OR CAUSE TO BE
MAINTAINED (A) THE TRANSFERRED ASSETS IN ADEQUATE CONDITION AND REPAIR FOR THEIR
CURRENT USE IN THE ORDINARY COURSE, ORDINARY WEAR AND TEAR EXCEPTED, AND (B) IN
FULL FORCE AND EFFECT THE INSURANCE POLICIES (WITH THE SAME AMOUNTS AND SCOPES
OF COVERAGE) WITH RESPECT TO THE TRANSFERRED ASSETS AND THE OPERATION OF EACH
SPECIFIED BUSINESS AND (II) ENFORCE IN GOOD FAITH THE RIGHTS UNDER THE INSURANCE
POLICIES;
(Q)
USE COMMERCIALLY REASONABLE EFFORTS TO PERFORM ALL POST-PETITION
OBLIGATIONS UNDER ALL OF THE FRANCHISES, OTHER MATERIAL GOVERNMENTAL
AUTHORIZATIONS AND
94
Assigned Contracts without material breach or default and pay all post-Petition
Date Liabilities arising thereunder in the Ordinary Course of Business;
(R)
USE COMMERCIALLY REASONABLE EFFORTS TO RENEW ANY MATERIAL
GOVERNMENTAL AUTHORIZATIONS WHICH EXPIRE PRIOR TO THE CLOSING DATE;
(S)
USE COMMERCIALLY REASONABLE EFFORTS TO MAKE CAPITAL EXPENDITURES
AND OPERATE IN ACCORDANCE WITH THE CAPITAL AND OPERATING BUDGET SET FORTH ON
SCHEDULE 5.2(S) OF THE SELLER DISCLOSURE SCHEDULE (THE "BUDGET") AND, IN THE
CASE OF
CAPITAL EXPENDITURES, ON A LINE ITEM BASIS;
(T)
MAINTAIN INVENTORY SUFFICIENT FOR THE OPERATION OF EACH SPECIFIED
BUSINESS IN THE ORDINARY COURSE OF BUSINESS;
(U)
NOT ENGAGE IN ANY MARKETING, SUBSCRIBER INSTALLATION OR COLLECTION
PRACTICES OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
(V)
NOT CONVERT ANY BILLING SYSTEMS USED BY ANY SPECIFIED BUSINESS;
(W)
USE COMMERCIALLY