OF THE FOREGOING;
(D)
USE COMMERCIALLY REASONABLE EFFORTS TO PRESERVE INTACT ITS BUSINESS,
ORGANIZATION AND GOODWILL, KEEP AVAILABLE THE SERVICES OF ITS EMPLOYEES AND
PRESERVE THE GOODWILL AND BUSINESS RELATIONSHIPS WITH ALL LESSEES, SUPPLIERS,
DISTRIBUTORS, CUSTOMERS AND OTHERS HAVING BUSINESS RELATIONSHIPS WITH IT AND NOT
ENGAGE IN ANY ACTION, DIRECTLY OR INDIRECTLY, WITH THE INTENT TO ADVERSELY
IMPACT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT;
(E)
CONFER WITH ONE OR MORE REPRESENTATIVES OF IWEST DESIGNATED BY THE IWEST
SPECIAL COMMITTEE WHEN REQUESTED TO REPORT ON OPERATIONAL MATTERS AND THE STATUS
OF ONGOING OPERATIONS OF ITS BUSINESS;
(F)
MAINTAIN, IN FULL FORCE AND EFFECT, WITH ALL PREMIUMS DUE THEREON PAID,
POLICIES OF INSURANCE COVERING ITS RESPECTIVE INSURABLE ASSETS AND BUSINESS IN
AMOUNTS AND AS TO RISKS SUBSTANTIALLY AS IN EFFECT AS OF THE DATE HEREOF;
(G)
NOT DECLARE, SET ASIDE OR PAY ANY NON CASH DIVIDENDS OR NON CASH
DISTRIBUTIONS OR PURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY SHARES OR EQUITY
INTERESTS, EXCEPT AS MAY BE PERMITTED UNDER THE STOCKHOLDER AGREEMENTS;
(H)
NOT ACQUIRE OR AGREE TO ACQUIRE BY MERGING OR CONSOLIDATING, OR BY
PURCHASING A PORTION OF EQUITY INTERESTS OR ASSETS OF, OR BY ANY OTHER MANNER,
ANY BUSINESS OR ANY CORPORATION, PARTNERSHIP, JOINT VENTURE, ASSOCIATION, OR
OTHER BUSINESS ORGANIZATION OR DIVISION THEREOF;
(I)
NOT (I) ACQUIRE OR AGREE TO ACQUIRE ANY ASSETS IN EXCESS OF $25,000
INDIVIDUALLY OR $100,000 IN THE AGGREGATE, OR MAKE OR AGREE TO MAKE ANY CAPITAL
EXPENDITURES EXCEPT AS SET FORTH ON SCHEDULE 5.1(I) OR (II) INCUR, ASSUME OR
SUFFER TO EXIST ANY LIEN ON ANY ASSET OTHER THAN PERMITTED LIENS;
(J)
NOT ADOPT, AMEND OR TERMINATE ANY EMPLOYEE BENEFIT PLAN OR EMPLOYEE
ARRANGEMENT OR INCREASE THE SALARY, WAGE, RATE OF COMPENSATION, COMMISSION,
BONUS OR OTHER DIRECT OR INDIRECT REMUNERATION PAYABLE TO ANY SERVICE EMPLOYEE,
OTHER THAN INCREASES FOR INDIVIDUALS IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE NOT TO EXCEED 10% OF THE SUM OF (I) THE AGGREGATE
PAYROLL COSTS OF THE SERVICE PROVIDERS AS OF DECEMBER 31, 2006 AND (II) THE
AGGREGATE PAYROLL COSTS OF THE SERVICE EMPLOYEES WHO ARE NOT EMPLOYEES OF THE
SERVICE PROVIDERS AS OF DECEMBER 31, 2006 OR INCREASE THE COMPENSATION OR FRINGE
BENEFITS PAYABLE BY ANY SERVICE PROVIDER TO ANY FORMER DIRECTOR OR EMPLOYEE, IN
EACH CASE, OTHER THAN AS REQUIRED BY LAW, EXISTING CONTRACTUAL OBLIGATIONS OR IN
ORDER TO MEET THE OBLIGATIONS OF SECTION 6.8(B);
(K)
NOT (I) ADOPT A PLAN OF COMPLETE OR PARTIAL LIQUIDATION; (II) ADOPT ANY
AMENDMENT TO ITS ARTICLES OR CERTIFICATES OF INCORPORATION, BYLAWS OR OTHER
ORGANIZATIONAL DOCUMENTS; (III) ENTER INTO ANY CONTRACT INVOLVING MORE THAN
$25,000 ANNUALLY OR WHICH IS NOT TERMINABLE WITHOUT PENALTY ON LESS THAN SIX
MONTHS NOTICE; (IV) MAKE ANY CHANGE IN ITS MANAGEMENT STRUCTURE, INCLUDING,
WITHOUT LIMITATION, THE HIRING OF ADDITIONAL MANAGEMENT
44
EMPLOYEES OUT OF THE ORDINARY COURSE OF BUSINESS; (V) WAIVE, RELEASE, GRANT, OR
TRANSFER ANY RIGHTS OF MATERIAL VALUE OR MODIFY OR CHANGE IN ANY MATERIAL
RESPECT ANY EXISTING LICENSE, LEASE, CONTRACT OR OTHER