Document rBNDRqx61nZ4naGpeKqo6qN7e

4 employees of the Division and to preserve the goodwill of customers, suppliers, licensors, licensees, and others having 4 business relations with the Division. (b) Seller will not permit the Canadian Subsidiary to: (i) issue or sell any shares of its capital stock, or any other securities (including indebtedness with the right to vote), or equity equivalents (including stock appreciation 4 rights) or options with respect to, or warrants to purchase or rights to subscribe for, any shares of its capital stock; (ii) merge or consolidate with any other Person; or (iii) amend or propose to amend its charter or by-laws. (c) The Division shall not: (i) create, incur or 4 assume any indebtedness for money borrowed which would become an Assumed Liability (including obligations in respect of capi tal leases), except inter- and intra-company loans and advances between the Division and Seller or any other Affiliate of Sell er; (ii) except in the ordinary course of business, assume, guarantee, endorse or otherwise become liable or responsible t (whether directly, contingently or otherwise) for the obliga tions of any other Person which are material to the Business and would become an Assumed Liability; (iii) incur any liabil ity relating to a documentary or standby letter of credit by Seller or the Canadian Subsidiary in connection with the Busi ness other than in the ordinary course of business; or (iv) ( make any loans, advances or capital contributions to, or in vestments in, any Person other than loans and advances in the ordinary course of business in an amount not greater than ten thousand dollars ($10,000), except inter- and intra-company loans and advances between the Division and Seller or any other Affiliate of Seller. (d) The Division shall not change any accounting principles, methods or practices except as required by changes in GAAP. (e) The Division shall not license, sell, exchange, lease, transfer, or otherwise dispose of any assets (other than Retained Assets), except in the ordinary course of business. (f) The Division shall not enter into any new com mitment for capital e^enditures which exceeds $50,000 per com mitment. t (g) Except in the ordinary course of business, the Division shall not cancel, amend, release, waive or compromise any debts or claims in favor of Seller or the Canadian Subsid iary in excess of $100,000 in the aggregate. * (h) The Division shall not acquire any Real Property other than Retained Assets. -47-