Common use of Certain Actions Clause in Contracts

Certain Actions. From the Effective Date until the Closing Date, except as otherwise expressly provided in this Agreement or as set forth on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: (a) amend or terminate any Assumed Contract other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since August 31, 1997, the Effective Date until the Closing DateCompany has not, --------------- except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take 3.8A hereto or any of the following actions without first obtaining the consent of Buyer: Financial Statements ------------- or notes thereto: (a) amend discharged or terminate satisfied any Assumed Contract Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or agree shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since August 31, 1997, except as disclosed on Schedule 3.8B hereto or ------------- any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since April 30, 1997, the Effective Date until the Closing DateCompany has not, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take 3.8A hereto or any of the following actions without first obtaining the consent of Buyer: Financial Statements or notes thereto: (a) amend discharged or terminate satisfied any Assumed Contract Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or agree shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company other than the Konica Slowdown, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1998, the Effective Date until the Closing DateCompany has not, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: Financial Statements or notes thereto: (a) amend paid or terminate declared any Assumed Contract other than an Immaterial Contractdividends or distributions, or enter into purchased, redeemed, acquired, or retired any Contract involving a commitment on the part stock or indebtedness from any Shareholder; (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any Person whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or released or agreed to cancel, waive, or release any Seller of its debts, rights, or claims against third parties in excess of One Hundred Thousand Dollars $25,000 individually or $100,000 in the aggregate; ($100,000); (be) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelsold, operationsassigned, financespledged, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment tomortgaged, or otherwise enter into one transferred, or more bonus suffered any material damage, destruction, or severance agreements withloss (whether or not covered by insurance) to, any employee or agent of any Seller; assets (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ); (f) amended its charter or bylaws; (g) amend paid or agree made a commitment to amend the articles pay any severance or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating termination payment to any liquidation employee or dissolution of any Seller; consultant; (h) createmade any material change in its method of management, incuroperation, assumeordinary course payments of accounts payable and other similar liabilities, guarantee accounting or otherwise become liable reporting income or deductions for any liability of any Seller, or agree to do any of the foregoing; tax purposes; (i) cancelmade any material acquisitions, forgivecapital expenditures, releaseincluding, discharge or waive any receivable or any similar Asset or right with respect to without limitation, replacements of equipment in the ordinary course of the Business, or agree to entered into commitments therefor, except for capital expenditures or commitments therefor which do any of not, in the foregoing; aggregate, exceed $25,000 individually or $100,000 in the aggregate; (j) change made any accounting method, policy investment or practice commitment therefor in the Financial Statementsany Person; or (k) terminatemade any payment or contracted for the payment of any bonus or other compensation or personal expenses, amend other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or otherwise modify stockholders of the Company; (l) made, amended, or entered into any Employee Benefit Plan written employment contract or Other Plancreated or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise or agency agreement which involves annual consideration (or commissions) in excess of $25,000; (n) made or entered into any agreement granting any Person any registration or offer rights in respect of the Company's capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement with any officer, director, stockholder, employee or Affiliate of the Company; (q) materially amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect; or (r) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. The Company shall have operated in the normal course of business during the period from December 31, 1998 through the Closing Date, pursuant to the Preliminary Closing Date Balance Sheet (attached as EXHIBIT T-1) and the accompanying income statement (attached as EXHIBIT T-2). In addition, to the Knowledge of the Company or Mill▇▇, ▇▇e Company has operated the Business in accordance with the 1999 budget, except for amendments required as otherwise authorized or directed by GVG, or disclosed to comply with applicable Legal Requirements or as requested by BuyerBuyer in SECTION 3.5 of the Disclosure Schedule.

Certain Actions. From Since October 31, 1996, the Effective Date until the Closing DateCompany has not, --------------- except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take 3.8A hereto or any of the following actions without first obtaining the consent of Buyer: Financial Statements ------------- or notes thereto: (a) amend discharged or terminate satisfied any Assumed Contract Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or agree shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since October 31, 1996, except as disclosed on Schedule 3.8B hereto or any of the Financial ------------- Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1995, the Effective Date until the Closing DateCompanies have --------------- not, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: 3.8A hereto: (a) amend discharged or terminate satisfied ------------- any Assumed Contract Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder or member other than (i) the personal vehicles listed on Schedule 3.8A hereto and ------------- (ii) the office furniture listed on Schedule 3.8A hereto, each as agreed to by ------------- Global; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) cancelled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus, gratuity, or agree other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, members or shareholders of the Companies; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Companies are a party, except in the ordinary course of the Business; or (o) entered into any other material transactions except in the ordinary course of the Business. Since December 31, 1995, except as disclosed on Schedule 3.8B hereto, there has not been (a) any Material Adverse Change ------------- including, but not limited to, the loss of any material customers or suppliers of the Companies, or in any material assets of the Companies, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Companies, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Companies, nor have the Companies agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since August 31, 1996, the Effective Date until the Closing DateCompany has not, except --------------- expect as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: 3.8A hereto: (a) amend discharged or terminate satisfied any Assumed Contract ------------- Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder other than (i) the personal vehicles listed on Schedule 3.8A hereto and (ii) the office furniture listed on Schedule 3.8A ------------- ------------- hereto, each as agreed to by Global; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) cancelled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus, gratuity, or agree other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party, except in the ordinary course of the Business; or (o) entered into any other material transactions except in the ordinary course of the Business. Since August 31, 1996, except as disclosed on Schedule 3.8B hereto, there has ------------- not been (a) any Material Adverse Change including, but not limited to, the loss of any customer of the Company who paid the Company in excess of $50,000 during the twelve months ended August 31, 1996, or the loss of any supplier of the Company to whom the Company paid more than $40,000 during the twelve months ended August 31, 1996, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since August 31, 1996, the Effective Date until the Closing DateCompany has not, except --------------- as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: 3.8A hereto: (a) amend discharged or terminate satisfied any Assumed Contract ------------- Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder other than (i) the personal vehicles listed on Schedule 3.8A hereto and (ii) the ------------- office furniture listed on Schedule 3.8A hereto, each as agreed to by Global; ------------- (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) cancelled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred or suffered any damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any liability investment or commitment therefor in any Person; (1) made any payment or contracted for the payment of any Sellerbonus, gratuity, or agree other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party, except in the ordinary course of the Business; or (o) entered into any other material transactions except in the ordinary course of the Business. Since August 31, 1996, except as disclosed an Schedule 3.8B ------------- hereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any customer of the Company who paid the Company in excess of $50,000 during the twelve months ended August 31, 1996, or the loss of any supplier of the Company to whom the Company paid more than $40,000 during the twelve months ended August 31, 1996, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since June 30, 1999, neither Invisions --------------- Group nor the Effective Date until the Closing DateCompany has, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: Financial Statements or notes thereto: (a) amend paid or terminate declared any Assumed Contract other than an Immaterial Contractdividends or distributions, or enter into purchased, redeemed, acquired, or retired any Contract involving a commitment on the part stock or indebtedness of any Seller Stockholder; (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever in excess of One Hundred Thousand Dollars $10,000 in the aggregate; ($100,000); c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (bd) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelcanceled, operations, finances, accounting policieswaived, or real released or personal property agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $50,000 in the aggregate; (e) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business; ); (cf) increase compensation payable amended its articles of incorporation or bylaws; (g) outside the ordinary course of business, paid or made a commitment to become payable to, make a bonus pay any severance or severance termination payment to, or otherwise enter into one or more bonus or severance agreements with, to any employee or agent consultant; (h) made any Material change in its method of management operation, accounting or reporting of income or deductions for tax purposes or any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action change outside the ordinary course of the Business; (g) amend or agree to amend Business in the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any Seller, or agree to do any of the foregoing; Company's working capital; (i) cancelmade any Material acquisitions, forgivemade any Material capital expenditures, releaseincluding, discharge or waive any receivable or any similar Asset or right with respect to without limitation, replacements of equipment in the ordinary course of the Business, or agree to entered into commitments therefor, except for capital expenditures or commitments therefor which do any of not, in the foregoing; aggregate, exceed $50,000; (j) change made any accounting method, policy investment or practice commitment therefor in the Financial Statementsany Person; or (k) terminatemade any payment or contracted for the payment of any bonus or other compensation or personal expenses, amend other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or otherwise modify Stockholders of Invisions Group or the Company; (l) made, amended or entered into any Employee Benefit Plan written employment contract with any officers or Other Plankey employees of the Company listed on Exhibit D hereto or created or made any Material change in any bonus, except for amendments required stock --------- option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any Contract greater than the smallest of the Contracts scheduled in accordance with Section 3.15 of the Disclosure Schedule; (n) made or entered into any agreement granting any Person any registration or offer rights in respect of the Invisions Group or the Company's capital stock; (o) entered into any non-competition agreement restricting the Company from engaging in the Business; (p) made or entered into any employment agreement or other agreement or other arrangement with any officer, director, Stockholder or Affiliate of Invisions Group or the Company; or (q) amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any Material contract, agreement, lease, franchise or license to comply with applicable Legal Requirements or as requested by Buyerwhich the Company is a party that could reasonably be expected to have a Material Adverse Effect.

Certain Actions. From Since the Effective Date until date of the Closing DateMost Recent Financial Statements, the Company has not, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: Financial Statements or notes thereto: (a) amend paid or terminate declared any Assumed Contract dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than an Immaterial Contractdistributions to pay estimated income taxes of the Sellers associated with the income of the Company); (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or enter into released or agreed to cancel, waive, or release any Contract involving a commitment on the part of any Seller its debts, rights, or claims against third parties in excess of One Hundred Thousand Dollars $25,000 individually or $100,000 in the aggregate; ($100,000); (be) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelsold, operationsassigned, financespledged, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment tomortgaged, or otherwise enter into one transferred, or more bonus suffered any material damage, destruction, or severance agreements withloss (whether or not covered by insurance) to, any employee or agent of any Seller; assets (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ); (f) amended its charter or bylaws; (g) amend paid or agree made a commitment to amend the articles pay any severance or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating termination payment to any liquidation employee or dissolution of any Seller; consultant; (h) createmade any material change in its method of management, incuroperation, assume, guarantee accounting or otherwise become liable reporting income or deductions for any liability of any Seller, or agree to do any of the foregoing; tax purposes; (i) cancelmade any material acquisitions, forgivecapital expenditures, releaseincluding, discharge or waive any receivable or any similar Asset or right with respect to without limitation, replacements of equipment in the ordinary course of the Business, or agree to entered into commitments therefor, except for capital expenditures or commitments therefor which do any of not, in the foregoing; aggregate, exceed $25,000 individually or $100,000 in the aggregate; (j) change made any accounting method, policy investment or practice commitment therefor in the Financial Statementsany Person; or (k) terminatemade any payment or contracted for the payment of any bonus or other compensation or personal expenses, amend other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or otherwise modify stockholders of the Company; (l) made, amended, or entered into any Employee Benefit Plan written employment contract or Other Plancreated or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000; (n) made or entered into any agreement granting any Person any registration or offer 14 rights in respect of the Company's capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement with any officer, director, stockholder, or Affiliate of the Company or, other than in the ordinary course of business, any employee of the Company; (q) materially amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect; or (r) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except for amendments required to comply with applicable Legal Requirements or as requested by Buyerin the ordinary course of the Business.

Certain Actions. From Since July 31, 1998, the Effective Date until the Closing DateCompany has not, --- --------------- except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take 3.8A hereto or any of the following actions without first obtaining the consent of Buyer: Financial Statements ------------- or notes thereto: (a) amend discharged or terminate satisfied any Assumed Contract Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of $15,000 individually or $35,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $40,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or agree shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since July 31, 1998, except as disclosed on Schedule 3.8B hereto or ------------- any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1997, the Effective Date until the Closing DateCompany has not, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: Financial Statements or notes thereto: (a) amend paid or terminate declared any Assumed Contract dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than an Immaterial Contractdistributions to pay estimated income taxes of the Seller associated with the income of the Company); (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or enter into released or agreed to cancel, waive, or release any Contract involving a commitment on the part of any Seller its debts, rights, or claims against third parties in excess of One Hundred Thousand Dollars $25,000 individually or $100,000 in the aggregate; ($100,000); (be) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelsold, operationsassigned, financespledged, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment tomortgaged, or otherwise enter into one transferred, or more bonus suffered any material damage, destruction, or severance agreements withloss (whether or not covered by insurance) to, any employee or agent of any Seller; assets (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ); (f) amended its charter or bylaws; (g) amend paid or agree made a commitment to amend the articles pay any severance or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating termination payment to any liquidation employee or dissolution of any Seller; consultant; (h) createmade any material change in its method of management, incuroperation, assume, guarantee accounting or otherwise become liable reporting income or deductions for any liability of any Seller, or agree to do any of the foregoing; tax purposes; (i) cancelmade any material acquisitions, forgivecapital expenditures, releaseincluding, discharge or waive any receivable or any similar Asset or right with respect to without limitation, replacements of equipment in the ordinary course of the Business, or agree to entered into commitments therefor, except for capital expenditures or commitments therefor which do any of not, in the foregoing; aggregate, exceed $25,000 individually or $100,000 in the aggregate; (j) change made any accounting method, policy investment or practice commitment therefor in the Financial Statementsany Person; or (k) terminatemade any payment or contracted for the payment of any bonus or other compensation or personal expenses, amend other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or otherwise modify stockholders of the Company; (l) made, amended, or entered into any Employee Benefit Plan written employment contract or Other Plancreated or made any material change in any bonus, except for amendments required to comply with applicable Legal Requirements stock option, pension, retirement, profit sharing or as requested by Buyer.other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000; (n) made or entered into any agreement granting any Person any registration or offer rights in respect of the Company's capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement

Certain Actions. From the Effective Date until the Closing Date, except as otherwise expressly provided in this Agreement or as set forth on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: (a) amend Each DF Participant agrees and consents that except as explicitly provided in Article 5 and Section 2.08, without notice to or terminate assent by any Assumed Contract DF Participant the Participating Banks, in their sole and absolute discretion and without any duty or responsibility to the DF Participants (notwithstanding their junior priority with respect to certain payments): (i) may agree that the obligations and liabilities of the Company or any Subsidiary party to the Credit Agreement or any other than an Immaterial ContractFinancing Documents, or enter into the rights of the Lender Parties, from time to time, in whole or in part, shall be renewed, extended, modified, amended, restated, accelerated, compromised, supplemented, terminated, sold, exchanged, waived or released (and in particular may determine whether the conditions precedent to their obligations to make New Revolving Loans or any Contract involving a commitment on other Revolving Loans have been met or should be waived or agree to change the part rate of or date for payment of any Seller in excess of One Hundred Thousand Dollars ($100,000interest or Facility Fees or agree to extend or otherwise modify Waiver No. 5); (bii) make offers may (or direct or allow the Administrative Agent or Collateral Agent to) exchange, release or surrender any Collateral to the Company or any employees other Person, waive, release or subordinate any security interest, obtain a guaranty of any person or a security interest in or mortgage or other encumbrance on any additional property as collateral for any obligations of the Business for employment with any Person after Closing or make any material change Company, in personnel, operations, finances, accounting policies, or real or personal property of the Businesseach case as they in their sole discretion may elect; (ciii) increase compensation payable may apply amounts paid by the Company or to become payable to, make a bonus or severance payment to, any other Person or otherwise enter into one or more bonus or severance agreements with, any employee or agent realized to such portion of any Sellerthe Bank Debt as they elect; (div) create, assume may (or permit to exist any new Encumbrance upon any of direct or allow the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents Administrative Agent or the bylaws Collateral Agent to) exercise or refrain from exercising any right, remedy or power granted by or in connection with the Credit Agreement, any other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable Financing Documents or any similar Asset or right with respect to the Business, or agree to do any of the foregoingother agreements relating thereto; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since June 30, 1998, the Effective Date until the Closing DateCompany has not, except --------------- as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: 3.8A hereto: (a) amend discharged or terminate satisfied any Assumed Contract ------------- Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; provided, however, that dividends or distributions of cash may be made subject to the minimum cash threshold closing condition contained in Section 7.1(d); (c) -------------- made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its Certificate of Incorporation or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; Bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant other than commitments or payments in the ordinary course of business which do not, incurin the aggregate, assumeexceed $25,000; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, guarantee including, without limitation, replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $100,000; (k) made any liability investment or commitment to invest in any Person; (l) made any payment or contracted for the payment of any Sellerbonus, gratuity, or agree other compensation, other than (A) wages, salaries and bonuses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or stockholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party, except in the ordinary course of the Business; or (o) entered into any other material transactions except in the ordinary course of the Business. Since June 30, 1998, except as disclosed on Schedule 3.8B hereto, there has not been (a) any Material ------------- Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1999, the Effective Date until the Closing DateCompany has --------------- not, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: Financial Statements or notes thereto or on Schedule 3.8: (a) amend paid or terminate declared any Assumed Contract dividends or distributions, or ------------ purchased, redeemed, acquired, or retired any stock or indebtedness of any Member (other than an Immaterial Contract(i) distributions of certain assets mutually agreed upon by the Company and Iconixx that have been delivered to the Company by its customers in lieu of a cash payment for services as listed on Schedule 3.8, (ii) ------------ distributions for income taxes and expenses incurred in connection with the transactions contemplated hereby so long as no Net Working Capital Adjustment will occur and so long as the Company retains at least the Minimum Cash as of the Closing Date and (iii) the issuances and exchange of the unit appreciation rights as described on Schedule 3.8 (collectively the "Permitted ------------ Distributions")); (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance (other than the Permitted Exceptions) to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or enter into released or agreed to cancel, waive, or release any Contract involving a commitment on the part of any Seller its debts, rights, or claims against third parties in excess of One Hundred Thousand Dollars $10,000 individually or $50,000 in the aggregate; ($100,000); (be) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelsold, operationsassigned, financespledged, accounting policiesmortgaged, or real otherwise transferred, or personal property suffered any Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business; ); (cf) increase compensation payable amended its Articles of Organization or Regulations; (g) outside the ordinary course of business, paid or made a commitment to become payable to, make a bonus pay any severance or severance termination payment to, or otherwise enter into one or more bonus or severance agreements with, to any employee or agent consultant; (h) made any Material change in its method of management operation, accounting or reporting of income or deductions for tax purposes or any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action change outside the ordinary course of the Business; (g) amend or agree to amend Business in the articles or certificate of incorporation or Company's working capital other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any Seller, or agree to do any of the foregoing; than Permitted Distributions; (i) cancelmade any Material acquisitions, forgivemade any Material capital expenditures, releaseincluding, discharge or waive any receivable or any similar Asset or right with respect to without limitation, replacements of equipment in the ordinary course of the Business, or agree to entered into commitments therefor, except for capital expenditures or commitments therefor which do any of not, in the foregoing; aggregate, exceed $50,000; (j) change made any accounting method, policy investment or practice commitment therefor in the Financial Statementsany Person; or (k) terminatemade any payment or contracted for the payment of any bonus or other compensation or personal expenses, amend other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, managers, or otherwise modify members of the Company; (l) made, amended or entered into any Employee Benefit Plan written employment contract with any officers or Other Plankey employees of the Company listed on Schedule 3.15 hereto or created or made any Material ------------- change in any bonus, except for amendments required stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any Contract greater than the smallest of the non-employee Contracts scheduled in accordance with Schedule 3.15; (n) made or entered into any agreement granting any Person ------------- any registration or offer rights in respect of the Company's units; (o) entered into any non-competition agreement restricting the Company from engaging in the Business; (p) made or entered into any employment agreement or other agreement or other arrangement with any officer, manager, member or Affiliate of the Company; or (q) amended, experienced a termination or received notice of actual or threatened termination or non- renewal of any Material contract, agreement, lease, franchise or license to comply with applicable Legal Requirements which the Company is a party that would or as requested by Buyercould reasonably be expected to have a Material Adverse Effect.

Certain Actions. From Since July 31, 1996, the Effective Date until the Closing DateCompany has not, --------------- except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take 3.8A hereto or any of the following actions without first obtaining the consent of Buyer: Financial Statements ------------- or notes thereto: (a) amend discharged or terminate satisfied any Assumed Contract Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) cancelled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $25,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or agree shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since July 31, 1996, except as disclosed on Schedule 3.8B hereto or ------------- any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1998, the Effective Date until the Closing DateCompany has not, --------------- except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take 3.8A hereto or any of the following actions without first obtaining the consent of Buyer: Financial Statements ------------- or notes thereto and except for certain year-end bonuses approved by Global: (a) amend discharged or terminate satisfied any Assumed Contract Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of $25,000 individually or $50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $100,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or agree shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since December 31, 1998, except as disclosed on Schedule 3.8B hereto ------------- or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since the Effective Date until date of the Closing DateMost Recent Financial Statements, the Companies have not, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: Financial Statements or notes thereto: (a) amend paid or terminate declared any Assumed Contract dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than an Immaterial Contractdistributions to pay estimated income taxes of the Sellers associated with the income of the Companies); (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or enter into released or agreed to cancel, waive, or release any Contract involving a commitment on the part of any Seller its debts, rights, or claims against third parties in excess of One Hundred Thousand Dollars $25,000 individually or $100,000 in the aggregate; ($100,000); (be) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelsold, operationsassigned, financespledged, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment tomortgaged, or otherwise enter into one transferred, or more bonus suffered any material damage, destruction, or severance agreements withloss (whether or not covered by insurance) to, any employee or agent of any Seller; assets (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ); (f) amended its charter or bylaws; (g) amend paid or agree made a commitment to amend the articles pay any severance or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating termination payment to any liquidation employee or dissolution of any Seller; consultant; (h) createmade any material change in its method of management, incuroperation, assume, guarantee accounting or otherwise become liable reporting income or deductions for any liability of any Seller, or agree to do any of the foregoing; tax purposes; (i) cancelmade any material acquisitions, forgivecapital expenditures, releaseincluding, discharge or waive any receivable or any similar Asset or right with respect to without limitation, replacements of equipment in the ordinary course of the Business, or agree to entered into commitments therefor, except for capital expenditures or commitments therefor which do any of not, in the foregoing; aggregate, exceed $25,000 individually or $100,000 in the aggregate; (j) change made any accounting method, policy investment or practice commitment therefor in the Financial Statementsany Person; or (k) terminatemade any payment or contracted for the payment of any bonus or other compensation or personal expenses, amend other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or otherwise modify stockholders of the Companies; (l) made, amended, or entered into any Employee Benefit Plan written employment contract or Other Plancreated or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000; (n) made or entered into any agreement granting any Person any registration or offer rights in respect of the Companies' capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement with any officer, director, stockholder, or Affiliate of the Companies or, other than in the ordinary course of business, any employee of the Companies; (q) materially amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material contract, agreement, lease, franchise or license to which the Companies are a party that would or could reasonably be expected to have a Material Adverse Effect; or (r) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except for amendments required to comply with applicable Legal Requirements or as requested by Buyerin the ordinary course of the Business.

Certain Actions. From Since December 31, 1998, the Effective Date until the Closing DateCompany has not, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take 3.8A hereto or any of the following actions without first obtaining Financial Statements or notes thereto and except for certain bonuses paid in cash and capital stock approved by Global and except for the consent repayment of Buyer: the Funded Indebtedness, the sale of the Phoenix Business and the other transactions expressly provided for in this Agreement: (a) amend discharged or terminate satisfied any Assumed Contract Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the Seller associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of $15,000 individually or $35,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $40,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or agree shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since December 31, 1998, except as disclosed on Schedule 3.8B hereto or any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since June 30, 1998, the Effective Date until the Closing DateCompany has not, except --------------- as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take 3.8A hereto or any of the following actions without first obtaining the consent of BuyerFinancial Statements or notes ------------- thereto: (a) amend discharged or terminate satisfied any Assumed Contract Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of $15,000 individually or $35,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $40,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or agree shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since June 30, 1998, except as disclosed on Schedule 3.8B hereto or ------------- any of the Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From the Effective Date until the Closing Since Basic Warranty Date, except as otherwise expressly provided in this Agreement or as set forth on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: Company has not: (a) amend discharged or terminate satisfied any Assumed Contract Encumbrance or paid any obligation or Liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on current Liabilities incurred and paid in the part of any Seller in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees ordinary course of the Business for employment with or incurred any Person after Closing or make any material change Liability other than Liabilities incurred in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock from any shareholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any Person; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its material assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (not covered by insurance) to, any assets; (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; amended its by-laws (Estatutos); (h) create, incur, assume, guarantee paid or otherwise become liable for made a commitment to pay any liability severance or termination payment to any employee or consultant outside the ordinary course of any Seller, or agree to do any of the foregoing; business; (i) cancelmade any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, forgiveincluding, releasewithout limitation, discharge or waive any receivable or any similar Asset or right with respect to replacements of equipment in the ordinary course of the Business, or agree to entered into commitments therefor, except for capital expenditures or commitments therefor which do any of the foregoing; (j) change any accounting methodnot, policy or practice in the Financial Statementsaggregate, exceed US$50,000; or (k) terminate, amend made any investment or otherwise modify commitment therefor in any Employee Benefit Plan or Other PlanPerson, except in the ordinary course of business, or merged or consolidated with any other Person or acquired a material amount of assets of any other Person; (l) made any payment or contracted for amendments required the payment of any bonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business and (ii) wage and salary adjustments made in the ordinary course of the Business; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any Contract, agreement, lease, franchise or license to comply with applicable Legal Requirements which the Company is a party or as requested by Buyerany material term thereof; (o) made a Tax election that would have a Material Adverse Effect; or (p) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect.

Certain Actions. From Since December 31, 1999, the Effective Date until the Closing DateCompany has not, --------------- except as otherwise expressly provided disclosed on any of the Financial Statements or notes thereto: (a) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness of any Majority Shareholder (other than distributions (i) for any amounts owed by the Company to the Majority Shareholders for repayment of loans and for payment of performance bonuses to employees of the Company in this Agreement or accordance with the past practices of the Company and as set forth on Schedule 5.033.8 hereto, Sellers shall not take and (ii) for income taxes and ------------ expenses incurred in connection with the transactions contemplated hereby, in each case so long as such payments and expenses are included in the calculation of the Net Working Capital of the Company and so long as the Company retains at least the Minimum Cash as of the Closing Date (collectively, the "Permitted Distributions")); (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of the following actions without first obtaining the consent of Buyer: its assets, real or personal, tangible or intangible; (ad) amend or terminate any Assumed Contract other than an Immaterial Contractcanceled, waived, or enter into released or agreed to cancel, waive, or release any Contract involving a commitment on the part of any Seller its debts, rights, or claims against third parties in excess of One Hundred Thousand Dollars $15,000 individually or $50,000 in the aggregate; ($100,000); (be) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelsold, operationsassigned, financespledged, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment tomortgaged, or otherwise enter into one transferred, or more bonus suffered any Material damage, destruction, or severance agreements withloss (whether or not covered by insurance) to, any employee or agent of any Seller; assets (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ); (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since June 30, 1998, the Effective Date until the Closing DateCompany has not, except as otherwise expressly provided in this Agreement or as set forth --------------- disclosed on Schedule 5.03, Sellers shall not take 3.8A hereto or any of the following actions without first obtaining the consent of BuyerFinancial Statements or ------------- notes thereto: (a) amend discharged or terminate satisfied any Assumed Contract Encumbrance or paid any obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller current liabilities incurred and paid in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of $25,000 individually -11- or $50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (g) amend amended its charter or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; bylaws; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures, incurincluding, assumewithout limitation, guarantee replacements of equipment in the ordinary course of the Business, or otherwise become liable entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any liability investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any Sellerbonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or agree shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since June 30, 1998, except as disclosed on Schedule 3.8B hereto or any of the ------------- Financial Statements or notes thereto, there has not been (a) any Material Adverse Change including, but not limited to, the loss of any material customers or suppliers of the Company, or in any material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1999, the Effective Date until the Closing DateCompany has --------------- not, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: Financial Statements or notes thereto: (a) amend paid or terminate declared any Assumed Contract dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness or any Stockholder (other than an Immaterial Contractdistributions (i) of certain assets mutually agreed upon by the Company and Iconixx that have been delivered to the Company by its customers in lieu of a cash payment for services as listed on Section 3.8 of the Disclosure Schedule ----------- ------------------- and (ii) for income taxes for tax periods ending on or prior to closing with respect to the Company or its Stockholders (excluding tax subject to reimbursement pursuant to Section 6.5(c)) and expenses incurred in connection with the transactions contemplated hereby so long as no Net Working Capital Adjustment will occur as of the Closing Date (collectively the "Permitted Distributions")); (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or enter into released or agreed to cancel, waive, or release any Contract involving a commitment on the part of any Seller its debts, rights, or claims against third parties in excess of One Hundred Thousand Dollars $10,000 individually or $50,000 in the aggregate; ($100,000); (be) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelsold, operationsassigned, financespledged, accounting policiesmortgaged, or real otherwise transferred, or personal property suffered any Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business; ); (cf) increase compensation payable amended its certificate of incorporation or bylaws; (g) outside the ordinary course of business, paid or made a commitment to become payable to, make a bonus pay any severance or severance termination payment to, or otherwise enter into one or more bonus or severance agreements with, to any employee or agent consultant; (h) made any Material change in its method of management operation, accounting or reporting of income or deductions for tax purposes or any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action change outside the ordinary course of the Business; (g) amend or agree to amend Business in the articles or certificate of incorporation or Company's working capital other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any Seller, or agree to do any of the foregoing; than Permitted Distributions; (i) cancelmade any Material acquisitions, forgivemade any Material capital expenditures, releaseincluding, discharge or waive any receivable or any similar Asset or right with respect to without limitation, replacements of equipment in the ordinary course of the Business, or agree to entered into commitments therefor, except for capital expenditures or commitments therefor which do any of not, in the foregoing; aggregate, exceed $50,000; (j) change made any accounting method, policy investment or practice commitment therefor in the Financial Statementsany Person; or (k) terminatemade any payment or contracted for the payment of any bonus or other compensation or personal expenses, amend other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or otherwise modify Stockholders of the Company; (l) made, amended or entered into any Employee Benefit Plan written employment contract with any officers or Other Plankey employees of the Company listed on Schedule 3.8 hereto or created or made any ------------ Material change in any bonus, except for amendments required stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any Contract greater than the smallest of the Contracts scheduled in accordance with Schedule 3.15; (n) made or entered into any agreement granting any Person any ------------- registration or offer rights in respect of the Company's capital stock; (o) entered into any non-competition agreement restricting the Company from engaging in the Business; (p) made or entered into any employment agreement or other agreement or other arrangement with any officer, director, Stockholder or Affiliate of the Company; or (q) amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any Material contract, agreement, lease, franchise or license to comply with applicable Legal Requirements which the Company is a party that would or as requested by Buyercould reasonably be expected to have a Material Adverse Effect.

Certain Actions. From the Effective Date until the Closing DateBy way of amplification and not limitation, except as otherwise expressly provided for in this Agreement or as set forth on Schedule 5.03(including, Sellers for the avoidance of doubt, Section 3.10 above), the Seller shall not take (and the Majority Shareholders shall cause the Seller and the Affiliated Trucking Companies not to), between the date hereof and the Closing, directly or indirectly, do any of the following actions without first obtaining the prior written consent of Buyer: the Purchaser: (ai) amend (A) merge or terminate any Assumed Contract other than an Immaterial Contractconsolidate with or into another entity; (B) except in the ordinary course of the Business and in a manner consistent with past practice, sell, pledge, dispose of, or encumber or authorize or propose the sale, pledge, disposition or encumbrance of any assets leased, used or held for use by the Business; (C) enter into any Contract involving a commitment on the part of any Seller in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment contract or agreement with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost aggregate value in excess of Fifty Thousand and 00/100 Dollars ($50,00050,000.00); , except in the ordinary course of the Business and in a manner consistent with past practice; (fD) authorize or make any capital expenditures in the aggregate in excess of Fifty Thousand and 00/100 Dollars ($50,000.00); or (E) enter into or amend any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this Section 3.13(b)(i); (ii) take any action outside other than in the ordinary course of the Business and in a manner consistent with past practice (none of which actions shall be unreasonable) with respect to increasing compensation (including bonuses) of any employee or with respect to the grant of any severance or termination pay or with respect to any increase of benefits payable under its severance or termination pay policies in effect in the last twelve (12) months; (iii) make any payments except in the ordinary course of the Business and in amounts and in a manner consistent with past practice (none of which payments shall be unreasonable under the circumstances), under any Employee Benefit Plan or otherwise to any employee of the Seller or an Affiliated Trucking Company or any other individual, enter into any Employee Benefit Plan, any employment or consulting agreement, grant or establish any new awards under any such existing Employee Benefit Plan or agreement, or adopt or otherwise amend any of the foregoing; (iv) take any action except in the ordinary course of the Business and in a manner consistent with past practice with respect to, or make any change in, its methods of management, purchasing, distribution, marketing, accounting or operating (or practices relating to payment of trade accounts or to other payments or collection of accounts receivable); (v) do any act or omit to do any act that would reasonably be expected to cause a breach of any contract, commitment or obligation of the Business, the Seller or an Affiliated Trucking Company; (vi) dissolve and/or liquidate the Seller; (vii) make or guarantee any loan or enter into any transaction with or distribute any assets or property (other than Excluded Assets) to any of its officers, directors, employees, Shareholders or Affiliates (except for base salary paid to employees in the ordinary course of the Business; ); or (gviii) amend pay or agree to amend discharge any Excluded Liabilities using any assets of the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) createan Affiliated Trucking Company, incurother than cash, assume, guarantee or otherwise become liable for any liability of any Seller, or agree to do any of including the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by BuyerPurchased Assets.

Certain Actions. From Since December 31, 1997, the Effective Date until the Closing DateCompany has not, --------------- except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take 3.8A hereto or any of the following actions without first obtaining the consent of Buyer: Financial Statements: ------------- (a) amend discharged or terminate satisfied any Assumed Contract Material Encumbrance or paid any Material obligation or liability, absolute or contingent, other than an Immaterial Contract, or enter into any Contract involving a commitment on the part of any Seller in excess of One Hundred Thousand Dollars ($100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise dispose of any property, plant or equipment of any Seller having an original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Business; ; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever except for employee loans and advances in the ordinary course of the Business consistent with past practices; (d) suffered or permitted any Material Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of $15,000 individually or $50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any Material damage, destruction, or loss (whether or not covered by insurance) to, any Material assets (except in the ordinary course of the Business); (g) amend amended its charter or agree bylaws in any way materially adverse to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; Buyer; (h) createpaid or made a commitment to pay any severance or termination payment to any employee or consultant that would in the aggregate be Material following the Closing Date; (i) made any material change in its method of management or operation or method of accounting; (j) made any capital expenditures that in the aggregate are Material, incur, assume, guarantee or otherwise become liable entered into commitments therefor; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for any liability the payment of any Sellerbonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or agree shareholders of the Company; (m) made, amended, or entered into any written employment contract except in the ordinary course of the Business or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since December 31, 1997, except as disclosed on Schedule 3.8B hereto or any of the Financial ------------- Statements or as contemplated by this Agreement, there has not been (a) any Material Adverse Change with respect to the loss of any Material customers or suppliers of the Company, or in any Material assets of the Company, (b) any Material extraordinary contracts, commitments, orders or rebates outside of the course of the Business, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any of the employees of the Company, or (d) any shutdown, material slow-down, or cessation of any material operations conducted by, or constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From the Effective Date until the Closing DateSince December 31, 1997, Seller has not, except as otherwise expressly provided in this Agreement or as set forth disclosed on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer: Financial Statements or notes thereto: (a) amend paid or terminate declared any Assumed Contract dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than an Immaterial Contract, or enter into any Contract involving a commitment on distributions to pay estimated income taxes of the part shareholders of any Seller in excess associated with the income of One Hundred Thousand Dollars ($100,000Seller); ; (b) made or agreed to make offers any loans or advances or guaranteed or agreed to guarantee any loans or advances to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; party whatsoever; (c) increase compensation payable suffered or permitted any Encumbrance to become payable to, make a bonus arise or severance payment to, be granted or otherwise enter into one created against or more bonus or severance agreements with, any employee or agent of any Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Purchased Assets; (d) canceled, except for Encumbrances providing adequate protection as is required by waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $50,000 individually or $150,000 in the Bankruptcy Court; aggregate; (e) sellsold, assignassigned, transferpledged, distribute mortgaged, or otherwise dispose transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any of any property, plant or equipment of any Seller having an original cost the Purchased Assets (except in excess of Fifty Thousand Dollars ($50,000); (f) take any action outside the ordinary course of the Transferred Business; ); (f) amended its charter or bylaws; (g) amend paid or agree made a commitment to amend the articles pay any severance or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating termination payment to any liquidation employee or dissolution of any Seller; consultant engaged in the Transferred Business; (h) createmade any material change in the method of management, incuroperation, assume, guarantee accounting (including in respect of Working Capital) or otherwise become liable reporting income or deductions for any liability of any Seller, or agree to do any tax purposes in respect of the foregoing; Seller or the Transferred Business; (i) cancelmade, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Transferred Business, any material acquisitions, capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Transferred Business, or agree to entered into commitments therefor, except for capital expenditures or commitments therefor which do any of not, in the foregoing; aggregate, exceed $50,000; (j) change made any accounting method, policy investment or practice commitment therefor in the Financial Statementsany Person; or (k) terminatemade, amend with respect to the Transferred Business, any payment or otherwise modify contracted for the payment of any Employee Benefit Plan bonus or Other Planother compensation or personal expenses, except other than (A) wages and salaries and business expenses paid in the ordinary course of the Transferred Business, and (B) wage and salary adjustments made in the ordinary course of the Transferred Business for amendments required employees who are not officers, directors, or shareholders of Seller; (l) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000 with respect to comply with applicable Legal Requirements or as requested by Buyer.the Transferred Business, other than in the ordinary course of business on normal commercial terms; (n) entered into any non-competition