Common use of Without limiting Clause in Contracts

Without limiting. Section 6.2(a), Alphabet and Abacus shall (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and (ii) each take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicable.

Without limiting. the provisions of Section 6.2(a)9.01(a) hereof and subject to Sections 5.10(b) and 5.10(d) hereof, Alphabet and Abacus shall (i) each use its reasonable best efforts to avoid the entry Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to have vacated this Indenture, the Lease, the Refunding Agreement or terminated, any decree, orderthe other Indenture Documents, or judgment that would restrainany other agreement included in the Trust Indenture Estate, prevent unless such supplement, amendment, waiver, modification or delay consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted Note Holders in any court by material respect. Upon the written request of a Majority in Interest of Note Holders, the Indenture Trustee shall from time to time enter into any party; and (ii) each take any and all steps necessary to avoid such supplement or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate orderamendment, or otherwiseexecute and deliver any such waiver, the sale, divestiture modification or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiariesconsent, as may be required specified in order such request and as may be (in the case of any such amendment, supplement or modification), to avoid the entry extent such agreement is required, agreed to by the Owner Trustee and Lessee or, as may be appropriate, the Manufacturer; provided, however, that, without the consent of each Holder of an affected Equipment Note then outstanding and of each Liquidity Provider, no such amendment of or supplement to this Indenture, the Lease, the Refunding Agreement or any other Indenture Document or waiver or modification of the terms of, or to effect the dissolution ofconsent under, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive shall (i) modify any of the provisions of this paragraphSection 9.01, or of Section 2.02, 2.10, 2.13, 4.02, 4.04(e), 5.06 or 5.10 hereof, Section 17 (except to add a Lease Event of Default) of the Lease, the definitions of "Indenture Event of Default", "Indenture Default", "Indenture Trustee Event", "Lease Event of Default", "Lease Default", "Majority in Interest of Note Holders", "Make-Whole Amount" or "Note Holder", or the percentage of Note Holders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Principal Amount, Make-Whole Amount, if any, or interest with respect to any Equipment Note, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall not be considered made as among the Note Holders, the Owner Trustee and the Lessee, (iii) reduce, modify or amend any indemnities in favor of the Note Holders, (iv) consent to constitute any change in this Indenture or result the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 hereof, (v) modify any of the provisions of Section 4(b) of the Lease, or modify, amend or supplement the Lease, any Assigned Sublease or any Sublease Assignment, or consent to any assignment of any thereof, in an Alphabet Material Adverse Effect either case releasing the Lessee (or an Abacus Material Adverse EffectPermitted Sublessee) from its obligations in respect of the payment of Basic Rent or Stipulated Loss Value for the Aircraft or altering the absolute and unconditional character of the obligations of Lessee to pay Trust Indenture 89 - 84 - Rent as set forth in Sections 4(b) and 4(d) of the Lease (or comparable provisions in any Assigned Sublease) or (vi) permit the creation of any Lien on the Trust Indenture Estate or any part thereof other than Permitted Liens or deprive any Note Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as applicableprovided in connection with the exercise of remedies under Article IV hereof.

Without limiting. the generality of Section 6.2(a)5.1(a) and except as may be required by Law or expressly required by this Agreement, Alphabet the Company agrees with the Parent that between the date hereof and Abacus shallthe Closing or the Termination Date, as applicable, without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly set forth in Section 5.1(a) of the Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries not to, do any of the following: (i) each use adopt any amendments to its reasonable best efforts to avoid the entry of, memorandum and articles of association or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; andsimilar applicable organization documents; (ii) each take declare, authorize, set aside or pay any and all steps necessary dividends on or make any distribution with respect to avoid any of its outstanding shares or eliminate each and every impediment under any antitrustother equity interests (whether in cash, competition assets, stock or trade regulation law that may be asserted other securities of the Company or such Subsidiaries), except for cash dividends made by any Governmental Entity direct or indirect wholly-owned Subsidiary of the Company to the Company or one of its wholly-owned Subsidiaries; (iii) split, combine or reclassify any of its shares or issue or grant or authorize or propose the issuance or grant of any of its shares in its capital or other securities or any option, warrant or other right to acquire or receive any such shares or other securities, except for issuances of Common Stock as required to be issued upon exercise or settlement of Company Stock Options or Company Restricted Stock Awards under the Company Equity Incentive Plan outstanding on the date hereof in accordance with the terms thereof in effect on the date hereof; (iv) purchase, redeem or otherwise acquire any of its or its Subsidiaries shares or any other of its or its Subsidiaries’ securities or any rights, warrants or options to acquire any such shares or other securities, except in each case in connection with the exercise and settlement of outstanding awards as of the date hereof under the Company Equity Incentive Plan; (v) incur, assume, guarantee or become obligated with respect to any Indebtedness (excluding letters of credit issued in the ordinary course of business), except for (A) transactions in the ordinary course of business consistent with past practices among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries and (B) borrowings in the ordinary course of business under the Loan and Security Agreement not in excess of $35,000,000; (vi) (A) (x) make any material change in any method of Tax accounting (y) make or change any material Tax election or (z) make any material change in any of the financial accounting principles or practices, other than changes required by GAAP or applicable Law or regulatory requirements with respect thereto, (B) file any material amended Tax Return, settle or compromise any material Tax liability (other than a Tax liability with respect to which the Company or its Subsidiaries is indemnified), agree to an extension or waiver of the statute of limitations with respect to the Merger so as assessment or determination of material Taxes, (C) enter into any closing agreement with respect to enable the Closing any material Tax or surrender any right to occur as soon as reasonably possible claim a material Tax refund, (and D) seek any Tax related ruling or guidance from any Tax authority or (E) enter into an agreement with any relevant Governmental Entity to amend, modify, waive or affect in any event no later than June 30adverse manner the Tax incentives and benefits granted to the Company and its Subsidiaries; (vii) (A) increase the salary or other cash or equity compensation of any director, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, employee or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any individual consultant of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus Company or any of its Subsidiaries, provided that other than increases in the salaries of non-officer employees in the ordinary course of business consistent with past practices, except in each case as required by the terms of any such action is conditioned upon applicable Company Plan in existence on the consummation date of this Agreement, (B) grant any new bonus, benefit or other direct or indirect compensation to any director, officer, or, other than in the ordinary course of business, to any non-officer employee or individual consultant of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus Company or any of its respective Subsidiaries to consummate Subsidiaries, (C) increase the Merger coverage or benefits available under any (or create any new) Company Plan or any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other transactions contemplated in this Agreementincentive compensation, neither Abacus nor insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the managers, directors, officers or employees of the Company or any of its Subsidiaries shallor otherwise modify or amend or terminate any such plan or arrangement, without Alphabet's prior written consentexcept for any modification or amendment that would not result in more than a de minimis increase to the cost to the Company under such plan or arrangement; (D) enter into any employment, divest deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any assetsemployees, commit managers, directors, officers or individual consultants of the Company or any of its Subsidiaries (or amend any such agreement to which the Company or any divestiture of its Subsidiaries is a party), except for offer letters entered into in the ordinary course of business consistent with past practices with any new non-officer employees with annual compensation per employee of less than $100,000, consulting agreements with individual consultant in the ordinary course of business consistent with past practices, settlement agreements with terminated non-officer employees in the ordinary course of business consistent with past practices and that provide for aggregate severance payments and benefits of less than $30,000 per individual or agreements or arrangements that restrict an employee, former employee or former individual consultant while imposing no restriction on the Company or any Subsidiary, or (E) enter into any collective bargaining agreement with any labor organization or union, except as may be required by the laws of Brazil; (viii) (A) acquire (by merger, consolidation, acquisition of stock or assets or businesses otherwise) any corporation, partnership or other business organization or any property or assets of Abacus any Person outside of the ordinary course of business with a value in excess of $3,000,000 in the aggregate, (B) make any investment in another entity (other than an entity that is a wholly-owned Subsidiary of the Company as of the date hereof and its subsidiaries other than incorporation of a wholly owned Subsidiary of the Company) with a value in excess of $500,000 in the aggregate, (C) sell, lease, license, or take otherwise dispose of or subject to any Lien (other action or commit to take than a Permitted Lien) any action that would limit Abacus', Alphabet's assets of the Company or any of their subsidiaries freedom its Subsidiaries with a value in excess of action with respect to$1,000,000 in the aggregate, or their ability (D) make any loans or advances to retain any Person in excess of their businesses$100,000 individually, product lines or assets. Notwithstanding $200,000 in the foregoingaggregate (other than the Company or any wholly-owned Subsidiary and advances to employees in the ordinary course of business consistent with past practices), except, in the case of the immediately preceding clauses (xA) nothing herein shall require Alphabet and (C), for acquisitions or dispositions pursuant to agree to a Contract in effect as of the saledate hereof, transferand, divestiture solely in the case of the immediately preceding clause (C), for (1) sales and non exclusive licenses of products and services of the Company and its Subsidiaries, including the sale or other disposition of stores supply, inventory or trading stock, in the ordinary course of Alphabetbusiness consistent with past practices, Abacus (2) dispositions of obsolete or substantially worthless assets and (3) transfers among the Company and its wholly-owned Subsidiaries; (A) cancel, materially modify, terminate or grant a waiver of any rights that would be materially adverse to the Company and its Subsidiaries under any Material Contract (other than modification of customer Contracts pursuant to which additional products or services could be provided to the relevant customers and any modification or amendment that is in the aggregate beneficial to or not materially less favorable to the Company) or (B) enter into a new Contract that (x) would be a Material Contract (other than in the ordinary course of business consistent with past practices with respect to Contracts of the type described in Section 3.12(a)(i), (v), (ix), (x), (xi) or (xiii)) if in existence as of the date hereof or (y) contains, unless required by applicable Law, a change in control provision in favor of the other party or parties thereto (unless the provision excludes this Agreement, the Merger and the other transactions contemplated by this Agreement from the change of control provision) or would otherwise require a payment to or give rise to any rights to such other party or parties in connection with the transactions contemplated hereby; (x) Settle or compromise any litigation, audit, claim or Action other than settlements or compromises of litigation, audit, claim or Action that provide solely for monetary relief and where the amount paid by the Company in settlement or compromise, does not exceed $500,000, individually, or $1,000,000 in the aggregate; (xi) (A) merge or consolidate the Company or any of their subsidiaries having aggregate gross annual sales for its Subsidiaries with any Person (other than the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) Merger and other than such transactions solely among wholly owned domestic Subsidiaries of the Company that would not result in a material increase in the Tax liability of the Company or its Subsidiaries), (B) propose or adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or (C) transfer the equity interests of any Subsidiary of the Company to any entity that is not the current legal or beneficial owner of such Subsidiary, including intercompany transfers to the Company or any or its Subsidiaries, whether by way of contribution, sale, purchase, transfer, divestiture assignment, consolidation, merger or other disposition of stores having revenues up otherwise; (xii) make or agree to make any capital expenditures, capital additions or capital improvements or enter into any agreements providing for any such capital expenditures, capital additions or capital improvements (including with respect to the gross annual amount referenced and timing of such capital expenditures, capital additions or capital improvements) that is not set forth in clause (xthe capital expenditures plan contained in Section 5.1(b)(xii) of this paragraph the Disclosure Schedule, that exceeds $3,000,000 in the aggregate; (b)xiii) grant any Lien (other than Permitted Liens) on any of its material assets or properties; (xiv) enter into any material new line of business, neither party shall be required other than in the ordinary course of business consistent with past practices and, provided that such new line of business is related to, and a reasonable expansion of, the Company’s or its Subsidiaries’ business that is conducted as of the date hereof; (xv) permit any material item of Company-Owned Intellectual Property to become abandoned, cancelled, invalidated or dedicated to the public; (xvi) terminate, cancel, amend or modify any material Policies which are not replaced by a comparable amount of insurance coverage; or (xvii) agree to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableforegoing actions.

Without limiting. the generality of Section 6.2(a8.1(a) and, except as contemplated in this Agreement or as described in Schedule 8.1(c), Alphabet and Abacus shallor as required under applicable law or by any Governmental Authority, prior to the Exchange Closing Date, without the prior written consent of DLC, no FE Subsidiary shall as to its FE Assets: (i) each use Make any material change in the levels of the FE Inventories customarily maintained by such FE Subsidiary with respect to its reasonable best efforts to avoid the entry ofFE Asset, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; andother than changes which are consistent with Good Utility Practices; (ii) each take Sell, lease (as lessor), encumber, pledge, transfer or otherwise dispose of, any and all steps necessary FE Asset (except for FE Inventories or Fuel Supplies used, consumed or replaced in the ordinary course of business consistent with past practices of such FE Subsidiary or Good Utility Practices) other than to avoid encumber any such FE Asset with Permitted Encumbrances (FE Assets); (iii) Modify, amend or eliminate each and every impediment under voluntarily terminate, prior to the respective expiration date of any antitrust, competition of the Assigned Agreements or trade regulation law that may be asserted by Real Property Leases or any Governmental Entity of its FE Permits or FE Environmental Permits with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and any of its FE Assets in any event no later material respect, other than June 30(A) in the ordinary course of business, 1999)to the extent consistent with the past practices of such FE Subsidiary and with Good Utility Practices, including(B) with cause, without limitation, proposing, negotiating, committing to the extent consistent with past practices of such FE Subsidiary and effecting, by consent decree, hold separate orderwith Good Utility Practices, or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiariesC) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order connection with transferring of any such FE Subsidiary's rights or obligations thereunder to avoid the entry ofAcquiring Party pursuant to this Agreement; (iv) Except as otherwise provided herein, enter into any commitment for the purchase, sale, or transportation of fuel for any FE Asset having a term greater than six months and not terminable on or before the Exchange Closing Date either (A) automatically, or (B) by option of such FE Subsidiary (or, after the Exchange Closing, by the Acquiring Party) in its sole discretion, if the aggregate payment under such commitment for fuel and all other outstanding commitments for fuel for that FE Asset not previously approved by DLC would exceed $1,000,000; (v) Sell, lease or otherwise dispose of FE SO2 Emission Allowances or FE NOx Emission Allowances or FE Emission Reduction Credits, except to effect the dissolution ofextent necessary to operate such FE Assets in accordance with this Section 8.1; (vi) Except as otherwise provided herein, enter into any contract, agreement, commitment or arrangement relating to any FE Asset that individually exceeds $250,000 or in the aggregate exceeds $1,000,000 unless it is terminable by such FE Subsidiary (or, after the Exchange Closing, by the Acquiring Party) without penalty or premium upon no more than sixty (60) days notice; (vii) Except as otherwise required by the terms of any collective bargaining agreement or as otherwise provided under Section 8.11 hereof, (A) hire at, or transfer to such FE Asset, any injunctionnew employees prior to the Exchange Closing, temporary restraining orderother than to fill vacancies in existing positions in the reasonable discretion of such FE Subsidiary, (B) materially increase salaries or other order wages of employees employed in any suit or proceedingconnection with such FE Assets prior to the Exchange Closing, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to (C) take any action prior to the Exchange Closing to affect a material change in any collective bargaining agreement, or (D) take any action prior to the Exchange Closing to materially increase the aggregate benefits payable to the employees employed in connection with such FE Assets; (viii) Make any FE Capital Expenditures except (A) as described on Schedule 8.1(c)(viii); (B) as mandated after the date of this Agreement by any Governmental Authority (provided that limits its freedom of action DLC may direct such FE Subsidiary to delay making such FE Capital Expenditures and contest such mandates by appropriate proceedings at DLC's expense, unless such delay would have an adverse impact on the FE Assets); or (C) those which are prudent in amount but do not exceed in the aggregate $500,000 for any Exchange Asset, in addition to those identified in (A) or (B) above; or (ix) Except as otherwise provided herein, enter into any written or oral contract, agreement, commitment or arrangement with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other proscribed transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or set forth in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(iiforegoing paragraphs (i) through (viii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicable.

Without limiting. Section 6.2(a)the generality of the foregoing, Alphabet and Abacus shallexcept as otherwise expressly permitted by this Agreement, prior to the Closing Date, without the prior written consent of HBR, IWRA shall not: (i) each use its reasonable best efforts mortgage or otherwise encumber or subject to avoid any lien any of the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; andProperty; (ii) each take sell, transfer or assign any and all steps necessary to avoid or eliminate each and every impediment under of the Property; (iii) enter into any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity contract with respect to the Merger so as Property which (a) is not terminable within ninety (90) days, or (b) requires the approval of the Gaming Commission, unless with respect to enable (a) and (b), a proposed copy of the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999)contract, including, without limitation, proposingany agreements relating to greyhound purses, negotiating, committing has been delivered to HBR and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition HBR has not disapproved such contract within five (5) Business Days of such assets or businesses of Alphabet or Abacus its receipt; (or any of their respective subsidiariesiv) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any the development of the businessesProperty, product lines including, without limitation, applying for, pursuing, accepting or assets obtaining any permits, approvals or other development entitlements from any Governmental Authority or finalizing or entering into any agreements relating thereto without the prior written consent of Alphabet, Abacus HBR (which consent may be granted or their respective Subsidiaries, withheld in HBR's sole and absolute discretion); (v) except as may be required by a change in order to avoid the entry ofLaw or in generally accepting accounting principles, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, change any of the businessesaccounting practices, product lines principles, or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation procedures employed as of the Merger. Abacus agrees Execution Date; (vi) unless required by a change in Law, close, terminate or otherwise eliminate any activity historically conducted on the Property; (vii) unless required by a change in Law, make any material change to any practice or procedure relating to the employees of IWRA, including, without limitation, any human resources procedures, compensation and acknowledges benefit programs, and salary or hourly wage amounts, except ordinary merit pool increases or increases due to tenure in accordance with past practice provided that, in connection with respect to any filing employee, such increase shall not exceed five percent (5%) of such employee's salary or submission required, action hourly rate prior to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate such increase without the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture consent of HBR (which consent may be granted or assets withheld in HBR's sole and absolute discretion); (viii) take or businesses of Abacus and its subsidiaries or take any other action or commit agree to take any action that would limit Abacus'in writing or otherwise, Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph prohibited in subsections (b)(iii) through (vii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicable.

Without limiting. Section 6.2(a)the generality of the other provisions of this Agreement, Alphabet the Credit Agreement and Abacus shall the other Collateral Documents, and in addition to all other rights and remedies of Secured Party hereunder and thereunder and referred to herein and therein, each Grantor hereby grants to the Secured Party an absolute power of attorney (iwhich grant is coupled with an interest and is irrevocable) each use its reasonable best efforts to avoid sign, upon the entry of, or to have vacated or terminatedoccurrence and during the continuance of any Event of Default, any decreedocument which may be necessary or required by the United States Patent and Trademark Office, order, the United States Copyright Office or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and other office or authority in order to evidence (iiand to effect and to record) the assignment of all, right, title and interest of each take any Grantor in and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible Intellectual Property Collateral (and in any event no later than June 30, 1999), including, without limitation, proposingeach patent, negotiatingtrademark and copyright, committing to now owned or hereafter acquired by such Grantor, and effecting, by consent decree, hold separate order, or otherwise, all of the sale, divestiture or disposition goodwill of the business of such assets Grantor symbolized by the same and all interest of such Grantor in and to any cause of action related thereto) to Secured Party. Each Grantor further agrees that, upon the occurrence and during the continuance of any Event of Default, Secured Party may take any or businesses all of Alphabet or Abacus the following actions: (i) declare the entire right, title and interest of such Grantor in and to the Intellectual Property Collateral vested in Secured Party, in which event such right, title and interest shall immediately vest in Secured Party; (ii) take and use and/or, subject to the terms of Section 6 and applicable law, sell the Intellectual Property Collateral (or any portion thereof) and carry on the business and use the assets of their respective subsidiariessuch Grantor in connection with which the Intellectual Property Collateral (or any portion thereof) has been used; (iii) bring suit to enforce the Trademarks, Patents and/or Copyrights (each as defined below) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, other Intellectual Property Collateral and/or any injunction, temporary restraining order, licenses thereunder or other order rights with respect thereto; (iv) direct such Grantor to refrain, in which event such Grantor shall refrain, from using the Intellectual Property Collateral (or any portion thereof) in any suit manner whatsoever, directly or proceedingindirectly; and (v) direct the Grantor to execute, in which would otherwise have event the effect of preventing or delaying Grantor shall execute, such other and further documents that the ClosingSecured Party may reasonably request to further confirm the provisions hereof and to further evidence the foregoing assignment. At the Upon request of AlphabetSecured Party, Abacus each Grantor also shall agree make available to divestSecured Party, hold separateto the extent within such Grantor’s power and authority, such individuals then in such Grantor’s employ to assist in the production, advertisement and sale of the products and services sold under the Trademarks, Copyrights and Patents or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businessesother Intellectual Property Collateral, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon individuals to be available to perform their prior functions on the consummation Secured Party’s behalf and to be compensated at the expense of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableGrantor.

Without limiting. the provisions of Section 6.2(a)9.01(a) hereof and subject to Sections 5.10(b) and 5.10(d) hereof, Alphabet and Abacus shall (i) each use its reasonable best efforts to avoid the entry Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to have vacated this Indenture, the Lease, the Refunding Agreement or terminated, any decree, orderthe other Indenture Documents, or judgment that would restrainany other agreement included in the Trust Indenture Estate, prevent unless such supplement, amendment, waiver, modification or delay consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted Note Holders in any court by material respect. Upon the written request of a Majority in Interest of Note Holders, the Indenture Trustee shall from time to time enter into any party; and (ii) each take any and all steps necessary to avoid such supplement or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate orderamendment, or otherwiseexecute and deliver any such waiver, the sale, divestiture modification or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiariesconsent, as may be required specified in order such request and as may be (in the case of any such amendment, supplement or modification), to avoid the entry extent such agreement is required, agreed to by the Owner Trustee and Lessee or, as may be appropriate, the Manufacturer; provided, however, that, without the consent of each Holder of an affected Equipment Note then outstanding and of each Liquidity Provider, no such amendment of or supplement to this Indenture, the Lease, the Refunding Agreement or any other Indenture Document or waiver or modification of the terms of, or to effect the dissolution ofconsent under, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive shall (i) modify any of the provisions of this paragraphSection 9.01, or of Section 2.02, 2.10, 2.13, 4.02, 4.04(e), 5.06 or 5.10 hereof, Section 17 (except to add a Lease Event of Default) of the Lease, the definitions of "Indenture Event of Default", "Indenture Default", "Indenture Trustee Event", "Lease Event of Default", "Lease Default", "Majority in Interest of Note Holders", "Make-Whole Amount" or "Note Holder", or the percentage of Note Holders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Principal Amount, Make-Whole Amount, if any, or interest with respect to any Equipment Note, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall not be considered made as among the Note Holders, the Owner Trustee and the Lessee, (iii) reduce, modify or amend any indemnities in favor of the Note Holders, (iv) consent to constitute any change in this Indenture or result the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 hereof, (v) modify any of the provisions of Section 4(b) of the Lease, or modify, amend or supplement the Lease, any Assigned Sublease or any Sublease Trust Indenture Assignment, or consent to any assignment of any thereof, in an Alphabet Material Adverse Effect either case releasing the Lessee (or an Abacus Material Adverse EffectPermitted Sublessee) from its obligations in respect of the payment of Basic Rent or Stipulated Loss Value for the Engine or altering the absolute and unconditional character of the obligations of Lessee to pay Rent as set forth in Sections 4(b) and 4(d) of the Lease (or comparable provisions in any Assigned Sublease) or (vi) permit the creation of any Lien on the Trust Indenture Estate or any part thereof other than Permitted Liens or deprive any Note Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as applicableprovided in connection with the exercise of remedies under Article IV hereof.

Without limiting. Section 6.2(a7.1(a), Alphabet Parent and Abacus the Company shall, subject to Section 7.1(c): (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999the End Date (as defined in Section 9.1(b)(i)), including without limitation defending through litigation on the merits any claim asserted in any court by any partyPerson; and (ii) each take any and all steps necessary use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity governmental authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999the End Date), including, without limitation, limitation (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet Parent or Abacus the Company (or any of their respective subsidiariesSubsidiaries) and (y) otherwise taking or otherwise take or commit committing to take any actions that limits limit its or its Subsidiaries' freedom of action with respect to, or its ability to retain, any one or more of the its or its Subsidiaries' businesses, product lines or assets of Alphabetassets, Abacus or their respective Subsidiaries, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing. At the request of AlphabetParent, Abacus the Company shall agree to divest, sell, dispose or, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, its or its Subsidiaries' ability to retain, any of the businesses, product lines or assets of Abacus the Company or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the MergerMerger and such action when taken together with any similar action by Parent would not have a Material Adverse Effect on Parent at and after the Effective Time. Abacus The Company agrees and acknowledges that, notwithstanding anything to the contrary in this Section 7.1, in connection with any filing or submission required, action to be taken or commitment to be made by AlphabetParent, Abacus the Company or any of its their respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus the Company nor any of its Subsidiaries shall, without AlphabetParent's prior written consentconsent (which shall not be unreasonably withheld), sell, divest or dispose of any assets, commit to any sale, divestiture or disposal of assets or businesses of Abacus the Company and its subsidiaries Subsidiaries or take any other action or commit to take any action that would limit Abacus'the Company's, AlphabetParent's or any of their subsidiaries Subsidiaries' freedom of action with respect to, or their ability to retain any of of, their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree Parent also agrees and acknowledges that notwithstanding anything to the salecontrary in this Section 7.1, transferin connection with any filing or submission required, divestiture action to be taken or other disposition of stores of Alphabetcommitment to be made by Parent, Abacus the Company or any of their subsidiaries having aggregate gross annual sales for respective Subsidiaries to consummate the fiscal year ended Merger or other transactions contemplated in January 1998 in excess this Agreement, neither Parent nor any of 6% its Subsidiaries shall, without the Company's prior written consent (which shall not be unreasonably withheld), sell, divest or dispose of the combined gross annual sales of Abacusany assets, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the commit to any sale, transfer, divestiture or disposal of assets or businesses of Parent and its Subsidiaries or take any other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required action or commit to take any actions action that would limit the Company's, Parent's or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions their Subsidiaries' freedom of this paragraphaction with respect to, shall not be considered or their ability to constitute retain any of, their businesses, product lines or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableassets.

Without limiting. the provisions of Section 6.2(a)9.01 hereof, Alphabet and Abacus shall (i) each use its reasonable best efforts to avoid the entry Mortgagee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to have vacated this Trust Indenture, the Lease, the Purchase Agreement, the Purchase Agreement Assignment, the Consent and Agreement, the Engine Consent and Agreement or terminated, any decree, orderthe Participation Agreement, or judgment that would restrainany other agreement included in the Trust Indenture Estate, prevent unless such supplement, amendment, waiver, modification or delay consent is consented to in writing by a Majority in Interest of Note Holders, but upon the Closingwritten request of a Majority in Interest of Note Holders, on the Mortgagee shall from time to time enter into any such supplement or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and (ii) each take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate orderamendment, or otherwiseexecute and deliver any such waiver, the sale, divestiture modification or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiariesconsent, as may be required specified in order such request and as may be (in the case of any such amendment, supplement or modification), to avoid the entry extent such agreement is required, agreed to by the Owner Trustee and Lessee or, as may be appropriate, the Airframe Manufacturer or the Engine Manufacturer; PROVIDED, HOWEVER, that, without the consent of each holder of an affected Equipment Note then outstanding and of the Liquidity Provider, no such amendment of or supplement to this Trust Indenture, the Lease, the Purchase Agreement, the Purchase Agreement Assignment, the Consent and Agreement, the Engine Consent and Agreement or the Participation Agreement or waiver or modification of the terms of, or to effect the dissolution ofconsent under, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive shall (i) modify any of the provisions of this paragraphSection 9.01, or of Article II or III or Section 4.02, 4.04(c), 4.04(d), 5.02 or 5.06 hereof, Section 13.3, 14 (except to add an Event of Default) or 16 of the Lease, Section 15.1 of the Participation Agreement, the definitions of "Event of Default," "Default," "Lease Event of Default," "Lease Default," "Majority in Interest of Note Holders," "Make-Whole Amount" or "Note Holder," or the percentage of Note Holders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Original Amount, Make-Whole Amount, if any, or interest with respect to any Equipment Note, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall not be considered to constitute made as among the Note Holders, the Owner Trustee and Lessee, (iii) reduce, modify or result amend any indemnities in an Alphabet Material Adverse Effect favor of the Owner Trustee, the Mortgagee or an Abacus Material Adverse Effectthe Note Holders (except that the Owner Trustee (in its individual capacity) or the Mortgagee, as applicablethe case may be, may consent to any waiver or reduction of an indemnity payable to it) or the Pass Through Indemnitees, (iv) consent to any change in the Trust Indenture or the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 or 2.11 hereof or the purchase or exchange of the Equipment Notes other than as permitted by Section 2.13 hereof, (v) except as contemplated by the Lease or the Participation Agreement, reduce the amount or extend the time of payment of Basic Rent, Stipulated Loss Value, or Termination Value for the Aircraft in each case as set forth in the Lease, or modify, amend or supplement the Lease or consent to any assignment of the Lease, in either case releasing Lessee from its obligations in respect of the payment of Basic Rent, Stipulated Loss Value or Termination Value for the Aircraft or altering the absolute and unconditional character of the obligations of Lessee to pay Rent as set forth in Sections 3 and 16 of the Lease or (vi) permit the creation of any Lien on the Trust Indenture Estate or any part thereof other than Permitted Liens or deprive any Note Holder of the benefit of the Lien of this Trust Indenture on the Trust Indenture Estate, except as provided in connection with the exercise of remedies under Article IV hereof.

Without limiting. Section 6.2(a)the foregoing, Alphabet each of Seller and Abacus shall (i) each use its Buyer shall use, and shall cause their respective Affiliates and Control Persons, as applicable, to use, reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and (ii) each take any and all steps necessary to avoid or eliminate each and every impediment impediments under any antitrust, competition or trade regulation law applicable Law that may be asserted by by, or Governmental Order that may be entered by, any Governmental Entity Authority with respect to this Agreement or the Merger transactions contemplated hereby or by the Ancillary Agreements so as to enable the Closing to occur as soon promptly as practicable, including taking or refraining from taking or agreeing to take, or causing its Affiliates and Control Persons to take or refrain from taking any actions (i) as reasonably possible required or requested by any Governmental Authority or (and in ii) necessary to avoid or eliminate any event no later than June 30, 1999), including, without restriction or limitation, proposingor to satisfy any condition or requirement reasonably imposed by any Governmental Authority, negotiatingin each case to (A) obtain all Governmental Approvals necessary, committing proper or advisable to consummate the transactions contemplated by this Agreement and effectingthe Ancillary Agreements and secure the expiration or termination of any applicable waiting period under the HSR Act, (B) resolve any objections that may be asserted by consent decree, hold separate order, or otherwise, any Governmental Authority with respect to the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (Closing or any of their respective subsidiariesother transaction contemplated hereby or by any Ancillary Agreement and (C) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid prevent the entry of, and have vacated, lifted, reversed or to effect the dissolution ofoverturned, any injunctionGovernmental Order that would prevent, temporary restraining orderprohibit, restrict or other order in any suit or proceeding, which would otherwise have delay the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any consummation of the businessesClosing or any other transaction contemplated hereby; provided that, product lines notwithstanding anything to the contrary contained in Section 4.3 or assets elsewhere in this Agreement, none of Abacus Buyer or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing Affiliates or submission required, action Control Persons shall be required to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or (x) take any other action or commit to take taking any action that would limit Abacus'constitute, Alphabet's or any of their subsidiaries freedom of action with respect otherwise agree to, a Burdensome Condition or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take commence any actions or make Litigation against any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableGovernmental Authority.

Without limiting. Section 6.2(a4.1(a), Alphabet and Abacus shallwithout the prior written consent of the Shareholder Representative (any such matters, the “Shareholder Representative Matters”): (i) DAP Issuer shall not and shall cause the Village Entities not to amend or in any way modify, or waive in a manner that would be adverse to the Holders, the terms of any Pre-Closing Company-Village Loans (including any “Loan Documents”, as defined in the Pre-Closing Primary Facility), including in a manner that results in less favorable treatment (economic or otherwise) of the Pre-Closing Company-Village Loans, Pre-Closing Administrative Agent or the lenders thereunder (which, in any event, shall include each of the matters (in each case, as in effect on the date hereof) referred to in the first paragraph of Section 9.02(b) of the Pre-Closing Primary Facility, any amendment, waiver or modification of the covenants set forth in Articles V and VI thereof, any assignment by any “Loan Party” thereunder of its rights or obligations thereunder or any release of collateral or guarantees (other than in connection with a bona fide disposition of collateral or substantially all of the equity of a guarantor, in either case, to an unaffiliated third party); provided that VPM Holdings (as directed by the Sale Committee) shall be permitted to continue to forbear from the exercise of remedies thereunder on substantially the same terms as in effect immediately prior to the date of the Merger Agreement pursuant to the Forbearance Agreement (and subject to any other milestones therein as VPM Holdings, with the prior written consent of the Sale Committee, shall determine); (ii) DAP Issuer shall not and shall cause the Village Entities not to enter into, renew, terminate or extend, materially amend, or waive any material right under, any Affiliate Transaction (other than, for the avoidance of doubt, back-office, administrative, overhead and similar arrangements in the Ordinary Course of Business on arm’s-length terms); (iii) DAP Issuer shall not, shall cause the Village SPVs (other than the Village Blockers) not to and shall use its reasonable best efforts to avoid cause the entry ofVillage Blockers not to, directly or to have vacated or terminatedindirectly, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted (A) engage in any court business operations other than as contemplated by this Agreement and the ownership of equity and/or debt interests in their respective Subsidiaries and investees and any party; and rights and obligations that are incidental to holding such interests, (iiB) each take any and all steps necessary to avoid purchase, redeem or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or otherwise acquire any of their respective subsidiariesequity or debt interests, (C) issue any equity interests, other than to wholly owned subsidiaries of DAP Issuer, (D) issue, deliver, sell, grant, pledge or otherwise dispose of or subject to any Lien any equity interests (other than pursuant to a Village Sale (that is not an Affiliate Transaction and that has been approved by the Sale Committee pursuant to the terms hereof)) or (E) amend their respective organizational documents; (iv) DAP Issuer shall not and shall cause the Village SPVs (other than the Village Blockers) not to distribute or otherwise take transfer any Cash or Cash Equivalents other than (A) pursuant to and in accordance with Section 2.6, (B) (x) any DAP Right Payment Amount pursuant to Section 2.4(a) and (y) any Remaining Distribution pursuant to Section 2.4(a)(ix), and (C) payments in respect of prongs (ii), (iii), (iv),(v), (vi) or (vii) of the definition of Available Cash Balance; or (v) authorize any of, or commit or agree, in writing or otherwise to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableforegoing actions.

Without limiting. the generality of the undertakings and subsections (a) and (b) of this Section 6.2(a)6.03, Alphabet the Company, Parent and Abacus shall Merger Sub agree to take or cause to be taken the following actions: (i) provide as promptly as practicable information and documents requested by any Governmental Antitrust Authority necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, (ii) take, or cause to be taken, all actions necessary, proper or advisable to obtain the approval for consummation of the transactions contemplated by this Agreement by any Governmental Antitrust Authority, which actions shall include each use its reasonable best efforts of Parent and Merger Sub's agreement to avoid the entry (x) sell or otherwise dispose of, or hold separate and agree to have vacated sell or terminatedotherwise dispose of, any decreeentities, orderassets or facilities of the Company or a Company Subsidiary or any entity, facility or judgment asset of Parent or its Affiliates, (y) terminate, amend or assign such existing relationships and contractual rights and obligations (other than termination that would restrainresult in a breach of a contractual obligation to a third party) and (z) amend, assign or terminate such existing licenses or other agreements (other than a termination that would result in a breach of a license or such other agreement with a third party) and to enter into such new licenses or other agreements (and, in each case, to enter into agreements with the relevant Governmental Antitrust Authority giving effect thereto) in each case with respect to the foregoing clauses (x), (y) or (z) if such action is necessary or advisable or as may be required by any Governmental Antitrust Authority, PROVIDED that any such action contemplated by this clause (ii) shall not be required to be effective prior to the Closing and (iii) take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement unlawful or that would prevent or delay the Closingconsummation of any such transaction, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and (ii) each take any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clause (ii) of this subsection (c)) necessary to avoid vacate, modify or eliminate each and every impediment under any antitrust, competition suspend such injunction or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger order so as to enable the Closing permit such consummation on a schedule as close as possible to occur as soon as reasonably possible (that contemplated by this Agreement. The Company, Parent and in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall Merger Sub agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of offer the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) aboveparties, if the taking of such action or the making of any commitments or the consequences thereofpossible, individually or a reasonable opportunity to participate in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply all telephonic conferences and all meetings with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableGovernmental Antitrust Authority.

Without limiting. Section 6.2(a)Paragraph 6.1.8, Alphabet and Abacus shall (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and (ii) each take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and Purchaser acknowledges that, in connection with any filing or submission required, action to except as may otherwise be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated specifically set forth elsewhere in this Agreement, neither Abacus Seller nor its consultants, brokers or agents have made any representations or warranties of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit kind upon which Purchaser is relying as to any divestiture matters concerning the Property or assets the Personal Property, including, but not limited to, the condition of the land or businesses any improvements comprising the Property, the existence or non-existence of Abacus “Hazardous Materials” (as hereinafter defined), economic projections or market studies concerning the Property, any development rights, taxes, bonds, covenants, conditions and restrictions affecting the Property, water or water rights, topography, drainage, soil, subsoil of the Property, the utilities serving the Property or any zoning or building laws, rules or regulations or “Environmental Laws” (hereinafter defined) affecting the Property. Seller makes no representation or warranty that the Property complies with Title III of the Americans with Disabilities Act or any fire code or building code. Except for a breach of a representation or warranty contained in this Section 6, Purchaser, any affiliate, parent of Purchaser, all shareholders, employees, officers and directors of Purchaser or Purchaser’s affiliate or parent, and their respective successors and assigns (“Purchaser Group”) hereby covenant not to ▇▇▇ Seller, its subsidiaries general partners, or take any other Affiliate of Seller or Seller’s general partners for, and shall not enforce any liability or obligation of Seller, its general partners or Affiliates of Seller or Seller’s general partners for, and hereby agree not to bring, assert or maintain any action or commit claim for contribution, cost recovery or otherwise, including for injunctive relief, relating directly or indirectly to take the violation of Environmental Laws regarding the existence of asbestos or Hazardous Materials on, or environmental conditions of, the Property, whether known or unknown, by any action or proceeding wherein a money or other personal judgment, including injunctive relief, is sought by Purchaser Group against Seller, its general partners or Affiliates of Seller or Seller’s general partners; provided, however, that would limit Abacus'Purchaser Group and their successors or assigns may bring any action or proceeding to enforce and realize rights and claims under such Environmental Laws for contribution, Alphabet's cost recovery or otherwise against third parties, including but not limited to Sellers’ predecessors’ in title to the Property and name Seller and Seller’s Affiliates in such action or proceeding to the extent they, or any of their subsidiaries freedom of action with respect tothem, or their ability are necessary parties to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making proceeding; further provided, however, that any judgment in any such action or proceeding in favor of any commitments Purchaser Group or the consequences thereof, individually their successors or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, assigns shall not be considered to constitute enforced by Purchaser Group or result in an Alphabet Material Adverse Effect any such successor or an Abacus Material Adverse Effectassign against Seller, as applicable.its general partners or Seller’s Affiliates or Seller’s general partners. As used

Without limiting. Article IIA or Section 6.2(a)6.14 of the Credit Agreement, Alphabet each Grantor agrees that should any of its Subsidiaries (other than a Subsidiary which is a party hereto and Abacus shallwhether now or hereafter existing) obtain any ownership interest in any intellectual property of a nature that would be Collateral hereunder if owned by such Grantor, such Grantor shall either cause such Subsidiary (i) to become a party hereto by executing an IP Security Joinder Agreement and a party to the Guaranty by executing a Guaranty Joinder Agreement and other Security Instruments in accordance with Section 6.14 of the Credit Agreement, or (ii) to transfer and assign, all such Subsidiary's ownership interests therein to such Grantor, whereupon the provisions of subsection (d) of this Section 5 shall be applicable thereto. (f) Each Grantor agrees: (i) to take all necessary steps in any proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof or in any court, to maintain and pursue each use patent application now or hereafter included in the Collateral which the Grantor determines to be material or otherwise useful to the conduct of its reasonable best efforts business, and to avoid maintain each such Patent, and each Trademark or Copyright now or hereafter included in the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999Collateral, including without limitation defending through litigation on the merits any claim asserted filing of divisional, continuation, continuation-in-part and substitute applications, the filing of applications for reissue, renewal or extensions, the payment of fees, and the participation in any court by any partyinterference, reexamination, opposition and infringement proceedings; and (ii) each to take any and all corresponding steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to unpatented inventions which the Merger so as Grantor determines to enable be material or otherwise useful to the Closing conduct of its business and on which such Grantor is now or hereafter becomes entitled to occur as soon as reasonably possible (and in any event no later than June 30seek protection, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, including maintaining the sale, divestiture or disposition confidentiality of such assets inventions if filing a patent application is not justified in the reasonable judgment of such Grantor; and (iii) to bear any expenses incurred in connection with such activities. (g) No Grantor shall do any act or businesses of Alphabet or Abacus (or omit to do any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, act whereby any of the businessesCollateral may become dedicated or abandoned, product lines except where such dedication or assets abandonment either (i) is of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid an immaterial portion of the entry ofCollateral, or to effect (ii) is permitted under the dissolution of, any injunction, temporary restraining order, or other order Credit Agreement. (h) Each Grantor agrees that in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action event that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any Collateral which is material to the operation of its Subsidiariesbusiness and as to which it has granted the Security Interests is infringed or misappropriated by a third party, provided that any such action is conditioned upon Grantor shall take all reasonable steps to terminate the consummation of infringement or misappropriation, and take such other actions as such Grantor shall deem appropriate under the Mergercircumstances to protect such Collateral. Abacus agrees and acknowledges that, Any expense incurred in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party activities shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of borne by such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableGrantor.

Without limiting. Section 6.2(a6.1, except as otherwise contemplated hereby (including Section 6.2(b)) or by the Ancillary Agreements or as required by the applicable Requirements of Law or the GE/Macy's Program Agreement with respect to the GE/Macy's Assets, from the date of this Agreement until the First Closing Date (or, with respect to the GE/Macy's Assets, the Second Closing Date or, with respect to the May Assets, the Third Closing Date) without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), Alphabet the Sellers shall not and Abacus shallshall cause their Subsidiaries not to: (i) each use its reasonable best efforts enter into or amend any Assigned Contract except in the ordinary course of the Business consistent with past practice and only to avoid the extent such entry of, or to amendment would not have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation a Material Adverse Effect on the merits any claim asserted in any court by any party; andBusiness; (ii) each take amend any of the Prime Securitization Documents; (iii) except for the acquisition of May Co., acquire a material amount of assets from any other Person or all or substantially all of the assets of any Person, whether by merger, asset purchase or otherwise, if, in either case, such assets would constitute Acquired Assets and all steps necessary Stock; (iv) materially change the aggregate expenses that would be incurred by FDS and its Affiliates in the servicing of the Program or the performance of interim services in accordance with the Program Agreement; (v) make any material change in: (x) any financial accounting practices, policies or procedures (to avoid the extent any such change would be binding on or eliminate each otherwise affect the Business or the Purchaser following the First Closing, the Second Closing or the Third Closing, as the case may be, and every impediment under except for any antitrustchange in accounting practices, competition polices and procedures required by reason of a concurrent change in GAAP); (y) any collections, pricing, origination, charge-off, reaging, credit or trade regulation law that may be asserted by any Governmental Entity underwriting practices, policies and procedures of Sellers with respect to the Merger so as Accounts; or (z) the servicing practices, policies and procedures of the Sellers with respect to enable the Closing to occur as soon as reasonably possible Gross Receivables or the Prime Securitization Receivables; (and in any event no later than June 30vi) sell, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) lease or otherwise take or commit to take any actions that limits its freedom dispose of action with respect to, or its ability to retain, any of the businessesAcquired Assets and Stock, product lines or assets except (1) in the ordinary course of Alphabet, Abacus or their respective Subsidiaries, as may be required business and in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action transactions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, aggregate with all such other dispositions would be reasonably likely to not have an Alphabet a Material Adverse Effect. Any actions taken by Alphabet Effect on the Sellers or Abacus the Business, (2) in connection with securitizations of receivables arising under the Accounts (provided that the benefits thereof are transferable to comply with their respective obligations under Section 6.2(b)(iithe Purchaser at the First Closing), including (3) pursuant to the terms of Contracts or commitments existing as of the date of this Agreement and Previously Disclosed, or (4) as otherwise Previously Disclosed; or (vii) except in the ordinary course of business consistent with past practice, settle any material claim, action or proceeding or waive any material rights or claims in respect of the Business in a decision by Alphabet to waive manner that would adversely affect the Business or any of the provisions Acquired Assets and Stock or Assumed Liabilities after the First Closing; or (viii) agree with any Person or otherwise commit themselves to do any of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicablethe foregoing.

Without limiting. Section 6.2(a)the authority granted under clause 12.1, Alphabet the Owner irrevocably appoints NAHC (and Abacus shallany director or company secretary of NAHC) exclusively as the attorney of the Owner to: (a) appoint, direct and instruct a Property Manager chosen by NAHC in its absolute discretion pursuant to clause 12.2; (b) exercise the Owner’s right to vary, assign, terminate or otherwise deal with any Property Management Agreement with a Property Manager and to execute any deed, agreement or instrument required pursuant to special condition 20 of the Property Management Agreement; (c) exercise the Owner’s right to enter, or authorize or instruct the Property Manager to enter, any Residential Tenancy Agreement of the Premises with an Eligible Residential Tenant for whatever term or terms and upon whatever terms and conditions in all respects as my attorney shall think fit, provided that rent shall be at all times determined in accordance with clause 6.1; (d) exercise the Owner’s right to vary or determine, or authorize or instruct the Property Manager to vary or determine, any Residential Tenancy Agreement of the Premises with a Residential Tenant when and as occasion shall require and when and as my attorney shall think fit; (e) to take advantage of and enforce all forfeitures of any Residential Tenancy Agreement and for that purpose to make all entries or re-entries in or upon the Premises when and as my attorney shall think fit; (f) Subject to any lawful requirement to the contrary: (i) each use its reasonable best efforts instruct the Property Manager as to avoid the entry ofpayment of monies received, or to be received by the Owner pursuant to the Residential Tenancy Agreement (which monies include, without limitation, rent, bond, outgoings and any amount payable pursuant to an order of a Court or insurance policy) and for the avoidance of doubt such authority extends to the giving of instructions to the Property Manager for the opening, operation, administration, and payment to and from (including the payment of fees, charges, expenses and commissions) any account held on trust in respect of the Premises (the “Account”); (ii) demand, receive and have vacated access (including by electronic means) to books, correct and detailed accounts and other records of all monies received in respect of the Premises and the application thereof in writing (including receipts, cheques, audits required by law, books or terminatedother records relating to an account) and such explanation and information as NAHC desires for examination; (iii) commission any audit or investigation of the Account as NAHC sees fit, in its absolute discretion; (iv) deal with any decree, order, third party (including any financial institution and/or any Authority) that has control or judgment that would restrain, prevent or delay jurisdiction over the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any partyAccount; and (iiv) each take the Owner shall provide any and all steps written direction to the Property Manager, financial institution, Authority or third party necessary to avoid or eliminate each and every impediment under any antitrustgive effect to this subclause 12.3(f); (g) exercise the rights of NAHC pursuant to this Agreement, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in particular, to perform its obligations as Approved Participant and to manage and control the Parties’ NRAS Activity including the right, to execute all deeds, instruments and agreements which NAHC considers necessary for the Owner to comply with its obligations pursuant to this Agreement; (h) from time to time to appoint a substitute or substitutes and revoke those appointments; and (i) to do execute and perform any event no later than June 30act, 1999)deed, including, without limitation, proposing, negotiating, committing to matter or thing in accordance with this clause 12.3 as fully and effecting, by consent decree, hold separate order, or otherwise, effectually as The Owner could do. The Owner will ratify and confirm everything the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (attorneys or any of their respective subsidiaries) substitute or otherwise take substitutes lawfully do or commit cause to take any actions that limits its freedom of action be done in accordance with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiariesthis clause 12.3, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing acts are not illegal or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicablefraudulent.

Without limiting. Section 6.2(a7.1(a), Alphabet Parent and Abacus the Company shall, subject to Section 7.1(c), as applicable: (i) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999the End Date (as defined in Section 9.1(b)(i)), including without limitation defending through litigation on the merits any claim asserted in any court by any partyPerson; and (ii) each take any and all steps necessary use its best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity governmental authority with respect to the Merger (collectively, "ANTITRUST LAWS") so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999the End Date), including, without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets or businesses of Alphabet or Abacus (or any of Parent, the Company and their respective subsidiariesSubsidiaries and (y) otherwise taking or otherwise take or commit committing to take any actions that limits after the Closing Date would limit Parent or its Subsidiaries' freedom of action with respect to, or its or their ability to retain, any one or more of the businesses, product lines or assets of AlphabetParent, Abacus or the Company and their respective Subsidiaries, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing. At Parent and, if requested by Parent, the request of Alphabet, Abacus Company shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its Parent or Parent's Subsidiaries' ability to retain, any of the businesses, product lines or assets of Abacus Parent, the Company or any of its their respective Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus The Company agrees and acknowledges that, notwithstanding anything to the contrary in this Section 7.1, in connection with any filing or submission required, action to be taken or commitment to be made by AlphabetParent, Abacus the Company or any of its their respective Subsidiaries to consummate the Merger or other transactions contemplated in by this Agreement, neither Abacus the Company nor any of its the Company's Subsidiaries shall, without AlphabetParent's prior written consent, divest sell, divest, or dispose of any assets, license any Company Intellectual Property, commit to any sale, divestiture or disposal of businesses, product lines or assets of the Company and the Company's Subsidiaries or businesses any license of Abacus and its subsidiaries Company Intellectual Property or take any other action or commit to take any action that would limit Abacus'the Company's, AlphabetParent's or any of their subsidiaries respective Subsidiaries' freedom of action with respect to, or their ability to retain any of of, their businesses, product lines or assets. Notwithstanding assets or Company Intellectual Property; provided that the foregoing, (x) nothing herein foregoing shall require Alphabet to agree to the sale, transfer, divestiture or other disposition not relieve any party of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective its obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableAgreement.

Without limiting. Section 6.2(a)the generality of the foregoing, Alphabet the Seller and Abacus shall the Purchaser hereby agree to provide promptly to Governmental Authorities with regulatory jurisdiction over enforcement of any applicable antitrust laws all information and documents requested by any such Governmental Authorities or necessary, proper or advisable to permit consummation of the transactions contemplated hereby, and to file any Notification and Report Form and related material required under the HSR Act as soon as practicable after the date hereof. The Seller and the Purchaser shall each thereafter take all necessary steps to complete as soon as practicable its compliance with any requests for additional information or documentary material that may be made under the HSR Act. The Purchaser and the Seller hereby further agree to take all necessary steps to (i) each use its reasonable best efforts to avoid obtain any governmental clearances required for consummation of the entry oftransactions contemplated hereby, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and (ii) each take respond to any government request for information, (iii) contest and all steps necessary to avoid resist any action, including any legislative, administrative or eliminate each judicial action, and every impediment under any antitrusthave vacated, competition lifted, reversed or trade regulation law that may be asserted by overturned, any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible Order (and in any event no later than June 30whether temporary, 1999)preliminary or permanent) that restricts, including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, prevents or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon prohibits the consummation of the Merger. Abacus agrees transactions contemplated hereby, including by using all legal efforts to vigorously pursue all available avenues of administrative and acknowledges thatjudicial appeal and all available legislative action, and (iv) in connection with the event that any filing permanent or submission required, action preliminary injunction or other order is entered or becomes reasonably foreseeable to be taken or commitment to be made by Alphabet, Abacus or entered in any proceeding that would make consummation of its respective Subsidiaries to consummate the Merger or other transactions contemplated hereby in accordance with the terms of this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture Agreement unlawful or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus'prohibit, Alphabet's prevent, delay or any otherwise restrain the consummation of their subsidiaries freedom the transactions contemplated hereby, contest the same in order to have the relevant Governmental Authorities vacate, modify or suspend such injunction or order so as to permit the consummation of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree transactions contemplated hereby prior to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableTermination Date.

Without limiting. this Section 6.2(a5.5, but subject to the remainder of this Section 5.5(c), Alphabet Parent and Abacus shall (i) each use its reasonable best efforts to avoid the entry ofCompany shall take, or cause to have vacated or terminatedbe taken, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and (ii) each take any and all steps and to make, or cause to be made, any and all undertakings necessary to resolve, avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law applicable Competition Law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon promptly as reasonably possible practicable (and in any event event, no later than June 30, 1999the Extended Outside Date), including, without limitation, proposing, negotiating, committing including using their reasonable best efforts to and effecting, by consent decree, hold separate order, lift or otherwise, the sale, divestiture rescind any injunction or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in restraining order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order of any Governmental Entity prohibiting the parties from consummating the Transactions in any suit accordance with the terms of this Agreement, including reasonably pursuing administrative and judicial appeal up to the Outside Date; provided, however, that nothing in this Section 5.5 or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus anything else in this Agreement shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus require Parent or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate (and neither the Merger or other transactions contemplated in this Agreement, neither Abacus Company nor any of its Subsidiaries shall, or shall offer or agree to, do any of the following without Alphabet's Parent’s prior written consent): (i) (A) sell, divest or discontinue any portion of the assets, liabilities, activities, businesses or operations of Parent or its Subsidiaries or the Company or its Subsidiaries, or (B) accept any other remedy with respect to any assets, commit liabilities, activities, businesses or operations of Parent or any of its Subsidiaries or the Company or any of its Subsidiaries, if in the case of clauses (A) and (B), the cumulative effect of any such divestitures and remedies would adversely impact projected EBITDA for the first year after Closing from Parent’s or any of its Subsidiaries’ (including at or after the Closing, the Company’s and any of its Retained Subsidiaries’) operations as set forth in Section 5.5(c) of the Company Disclosure Schedule by more than $25,000,000 annually; or (ii) require Parent or any of its Subsidiaries (including at or after the Closing, the Company and any of its Retained Subsidiaries) to provide prior notice to, or to obtain prior approval from any divestiture Governmental Entity unless such requirement to provide prior notice to, or assets or businesses of Abacus to obtain prior approval from, any Governmental Entity would be immaterial to Parent and its subsidiaries Subsidiaries (including, at or take after the Closing, the Company and its Retained Subsidiaries), taken as a whole (any other action or commit of the actions described in the preceding clauses ‎(i) and (ii), a “Burdensome Condition”). Notwithstanding the foregoing, at the written request of Parent, the Company shall, and shall cause its Subsidiaries to, agree to take any action that would limit Abacus'constitute a Burdensome Condition so long as, Alphabet's or any in the case of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced actions described in clause (xi) of this paragraph (b)the definition of Burdensome Condition, neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or is conditioned upon the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any occurrence of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableClosing.

Without limiting. Section 6.2(a4.2(a), Alphabet each of Medicis and Abacus shallAscent agrees that, during the Pre-Closing Period, it will not, and Medicis will cause Medicis Manufacturing not to, in each case without the prior written consent of BioMarin Acquisition (which consent solely with respect to clause (xiii) shall not be unreasonably withheld or delayed): (i) each use its reasonable best efforts in a single transaction or series of related transactions, sell (including any sale leaseback), lease, license, pledge, transfer or otherwise dispose of (including through a dividend or distribution to avoid the entry ofany Person), or discontinue, all or any portion of the Acquired Assets (except in the Ordinary Course of Business with respect to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; andPurchased Inventory); (ii) each take terminate, amend, modify or waive any and all steps necessary to avoid or eliminate each and every impediment material right under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to Acquired Business Contract (other than in the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition Ordinary Course of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiariesBusiness) or otherwise take or commit to take the Lyne License; (iii) dismiss any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and Business Employee other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced for cause; (iv) except in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereofan amount, individually or in the aggregate, would not to exceed $10,000, commit to make any capital expenditure or acquire any property or assets to the extent the commitment will be reasonably likely an Assumed Liability or the property or asset will be an Acquired Asset other than inventory and raw materials in the Ordinary Course of Business; (v) permit or allow any of the Acquired Assets to have an Alphabet Material Adverse Effect. Any actions taken be subject to any Encumbrance which cannot be removed or satisfied prior to the Effective Time; (vi) grant any increase in the compensation or benefits of any Business Employee (excluding any increase (not including any increase in base compensation) specifically provided for in the terms of, or legally required by, any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation (not including any increase in base compensation) or benefits payable, or to become payable, to any Business Employee, except for (A) increases in the Ordinary Course of Business to Business Employees in terms of proportion and timing, and (B) other changes that are required by Alphabet applicable Legal Requirements; (vii) adopt, enter into or Abacus amend, or become obligated under, any employment, severance, bonus, profit sharing, compensation, equity interest, option, pension, retirement, deferred compensation, health care, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any Business Employee (including any new employee of the Pediatrics Business), except as required to comply with their respective obligations under changes in applicable Legal Requirements; (viii) solely with respect to Ascent, commence, undertake or engage in any new and material line of business or commit to open or open a new office (or move or close any existing office); (ix) solely with respect to Ascent, amend its certificate of incorporation, bylaws or similar constituent documents; (x) adopt a plan or resolution to dissolve or liquidate Medicis, Medicis Manufacturing or Ascent; (xi) take any action that, or omit to take any action not otherwise prohibited by the terms of this Agreement the omission of which, would, or is reasonably likely to, (A) result in failure to satisfy the condition contained in Section 6.2(b)(ii)6.1 or (B) result in failure to satisfy the condition contained in Section 6.4; (xii) recognize any labor union or enter into any collective bargaining agreement that includes any Business Employee; (xiii) settle or compromise any pending Proceeding on a basis requiring any agreement that would adversely affect the Acquired Assets or increase the Assumed Liabilities; or (xiv) authorize, including a decision by Alphabet commit, enter into, or offer to waive enter into, any Contract to take any of the provisions of actions referred to in this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableSection 4.2(b).

Without limiting. Section 6.2(a4.2(a), Alphabet the Seller agrees that, during the Pre-Closing Period, it will not, and Abacus shallwill cause its Subsidiaries not to, in each case without the prior written consent of the Purchaser: (iI) each use its reasonable best efforts in a single transaction or series of related transactions, sell (including any sale-leaseback), lease, license, pledge, transfer or otherwise dispose of (including through a dividend or distribution to avoid the entry ofany Person), or discontinue, all or any portion of the Acquired Assets, except for non-exclusive, non-transferable licenses to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay software granted in the Closing, on or before June 30, 1999, including without limitation defending through litigation on Ordinary Course of Business and except for sales of inventory in the merits any claim asserted in any court by any party; andOrdinary Course of Business; (iiII) each take terminate, amend, modify or waive any and all steps necessary to avoid or eliminate each and every impediment material right under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible Acquired Business Contract (and in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than in the sale, transfer, divestiture Ordinary Course of Business or other disposition renewals of stores having revenues up to existing Acquired Business Contracts on substantially the gross annual amount referenced same terms); (III) except in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereofan amount, individually or in the aggregate, would not to exceed $50,000, commit to make any capital expenditure or acquire any property or assets in connection with the Acquired Business to the extent the commitment will be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet Assumed Liability or Abacus to comply with their respective obligations under Section 6.2(b)(iithe property or asset will be an Acquired Asset (other than inventory in the Ordinary Course of Business), including a decision by Alphabet to waive ; (IV) permit or allow any of the provisions of this paragraph, shall Acquired Assets to be subject to any Encumbrance which will not be considered removed prior to constitute the Closing Date; (V) incur or result assume any indebtedness for borrowed money or other Liability, or assume, guarantee, endorse or otherwise become liable or responsible for indebtedness for borrowed money or other Liability of any Person, in each case that would give rise to an Alphabet Material Adverse Effect Assumed Liability; (VI) grant any increase in the compensation or an Abacus Material Adverse Effectbenefits of any Transferred Employee (excluding any increase specifically provided for in the terms of, as applicable.or legally required by, any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation or benefits payable, or to become payable, to any Transferred Employee, except for (A) increases in the Ordinary Course of Business to

Without limiting. Section 6.2(a4.1, except as otherwise contemplated hereby or by the Ancillary Agreements or as required by applicable Requirements of Law or necessary for the unwinding of the securitization evidenced by the Pooling and Servicing Agreement, from the date of this Agreement until the Closing Date without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), Alphabet Seller shall not, and Abacus shallshall cause Pier 1 Bank not to: (i) each use its reasonable best efforts enter into, terminate, amend, renew, subject to avoid the entry of, or to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and (ii) each take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separateLien, or otherwise take or commit modify any On-Going Contract except in the ordinary course of the Business consistent with past practice and only to take any action that limits its freedom of action with respect tothe extent such entry, termination, amendment, or its ability subjection would not have or be reasonably expected to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereofhave, individually or in the aggregate, a Material Adverse Effect on the Business or on the Purchased Assets; (ii) in connection with the Business, acquire a material amount of assets from any other Person or all or substantially all of the assets of any Person, whether by merger, asset purchase or otherwise, if, in either case, such assets would constitute Purchased Assets; (iii) make any material change in: (x) any financial accounting practices, policies or procedures (to the extent any such change would be reasonably likely binding on or otherwise affect the Business or the Purchaser following the Closing, and except for any change in accounting practices, polices and procedures required by reason of a concurrent change in GAAP); (y) any collections, pricing, origination, charge-off, reaging, delinquency, recovery, posting, credit or underwriting practices, risk management, servicing, policies and procedures or method of assigning status codes with respect to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet the Accounts; or Abacus (z) the servicing practices, policies and procedures of Pier 1 Bank with respect to comply with their respective obligations under Section 6.2(b)(ii)the Gross Receivables; (iv) sell, including a decision by Alphabet to waive lease or otherwise dispose of any of the provisions Purchased Assets, except (1) in the ordinary course of business, (2) pursuant to the terms of Contracts or commitments existing as of the date of this paragraphAgreement and Previously Disclosed, shall not be considered (3) as otherwise Previously Disclosed, or (4) to constitute effectuate the conveyance of the Purchased Assets as contemplated by this Agreement; (v) except in the ordinary course of business consistent with past practice, settle any material claim, action or result proceeding or waive any material rights or claims in an Alphabet respect of the Business in a manner that would have a Material Adverse Effect on the Business or any of the Purchased Assets after the Closing; (vi) except as described on Schedule 4.2(a)(vi), transfer any interest in, or subject to any Lien, the Purchased Assets to any other Person other than, in the ordinary course of business consistent with past practices, to a collection agency in respect of Charged Off Accounts; (vii) agree with any Person or otherwise commit themselves to do any of the foregoing; or (viii) with respect to the Purchased Assets, except as such matters relate to Excluded Taxes that are income taxes and/or franchise taxes, (A) make or revoke any material Tax election or change any method of Tax accounting; (B) enter into any settlement or compromise of any material Tax liability; (C) file an Abacus Material Adverse Effect, as applicableamended Tax Return with respect to any material Tax; (D) change any material Tax accounting period; (E) enter into any closing agreement relating to any material Tax; (F) surrender any right to claim a material Tax refund.

Without limiting. the generality of Section 6.2(a5.1(a), Alphabet and Abacus except as otherwise expressly provided in this Agreement, prior to the earlier of the Closing Date or termination of this Agreement, no Seller Party shall, without the prior written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed): (i) each use its reasonable best efforts enter into, terminate or fail to avoid the entry of, or to have vacated or terminated, renew any decree, order, or judgment contract that would restrainconstitute a Transferred Contract, prevent or delay other than in the Closing, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted in any court by any party; andordinary course of business consistent with past practice; (ii) each take acquire, dispose of, lease, assign or encumber any and all steps necessary to avoid asset that would constitute a Purchased Asset if owned by any Seller Party at Closing, other than acquisitions, dispositions, leases, assignments or eliminate each and every impediment under any antitrustencumbrances in the ordinary course of the Business; (iii) enter into, competition adopt or trade regulation law that (except as may be asserted required by applicable Law or the terms of any Governmental Entity such arrangement) modify or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employment agreement or employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any Employee, or amend any such arrangement as it relates to Employees (except for changes in compensation payable to any Employee that is a merit or tenure increase or bonus and in each case granted in the ordinary course of business and considering past practice), except for any such actions that will not be or become obligations of Parent or Buyers; provided, however, that Fortis will provide notice to, and consult with, Buyers in advance of taking any action permitted by this subsection (iii); (iv) change any of the accounting or underwriting principles, practices, methods or policies (including but not limited to any reserving methods, practices - 67 - 73 or policies) employed with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than June 30Business, 1999), including, without limitation, proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of Alphabet or Abacus (or any of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Alphabet, Abacus or their respective Subsidiaries, except as may be required in order to avoid by Law, GAAP, Applicable SAP, guidelines issued by the entry ofSEC or its accounting staff, or guidelines issued by the NAIC; (v) enter into or terminate any reinsurance Contract relating to effect the dissolution ofBusiness, any injunction, temporary restraining order, other than renewals of existing reinsurance Contracts in the ordinary course of business consistent with past practice; (vi) modify or other order revise in any suit or proceedingmanner materially adverse to the Business any Material Contract, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise except as required by applicable Law; (vii) take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, product lines or assets of Abacus or any of its Subsidiaries, provided that any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, in connection with any filing or submission required, action cause to be taken or commitment to be made by Alphabet, Abacus or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus'result in the FBIC Separate Accounts or FFLIC Separate Account being managed other than in the ordinary course consistent with past practice in all material respects; provided, Alphabethowever, that FBIC and FFLIC shall be entitled to withdraw from the FBIC Separate Accounts and FFLIC Separate Account, respectively, prior to Closing some or all of the FBIC Separate Account Surplus and FFLIC Separate Account Surplus, respectively; (viii) pay, discharge, compromise or satisfy any claims, liabilities or obligations associated with the Business other than the payment, discharge, compromise or satisfaction of claims, liabilities or obligations in the ordinary course of business consistent with past practice, and other than such matters that would be Retained Liabilities; (ix) increase the Commissions or benefits of any agents, brokers, producers or other sales representatives for the Business, except in any case (1) as may be required under the terms of the applicable Seller Party's or contractual relationship with any of their subsidiaries freedom of action with respect tosuch Person, or their ability to retain any (2) in the ordinary course of their businesses, product lines or assets. Notwithstanding the foregoing, business consistent with past practice; (x) nothing herein shall require Alphabet enter into any new lease of the Woodbury Property, except on terms and conditions acceptable to Buyers exercisable in their reasonable discretion; (xi) launch, market, issue or agree to issue any new products that are similar to the sale, transfer, divestiture Insurance Contracts or other disposition of stores of Alphabet, Abacus make material modifications or any of their subsidiaries having aggregate gross annual sales for additions to the fiscal year ended in January 1998 in excess of 6% terms and conditions of the combined gross annual sales of AbacusInsurance Contracts, Alphabet and their respective subsidiaries taken except as a whole described on SCHEDULE 5.1; (xii) acquire any Commercial Mortgage that would be an FFG Investment Asset; (xiii) transfer FFG Investment Assets (other than cash or cash equivalents) among or between the investment portfolio maintained by each - 68 - 74 Insurer for such periodInsurer's General Account Reserves of the Business and (1) any other investment portfolio maintained by such Insurer for its other lines of business, or (y2) and other than the sale, transfer, divestiture any investment portfolio maintained by any Affiliate of such Insurer; or (xiv) agree in writing or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required otherwise to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of actions described above in this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableSection 5.1(b).

Without limiting. Section 6.2(a)the Obligations of each Borrower Party hereunder, Alphabet each Lender agrees to indemnify the Lead Arrangers, Collateral Agent and Abacus shall (i) each use its reasonable best efforts to avoid the entry ofAdministrative Agent and their respective officers, or to have vacated or terminateddirectors, any decreeshareholders, ordercontrolling Persons, or judgment that would restrainemployees, prevent or delay the Closingagents and servants, on or before June 30, 1999, including without limitation defending through litigation on the merits any claim asserted ratably in any court by any party; and (ii) each take accordance with their Proportionate Shares for any and all steps necessary to avoid liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or eliminate each and every impediment under disbursements of any antitrustkind or nature whatsoever which may at any time be imposed on, competition incurred by or trade regulation law that may be asserted by any Governmental Entity with respect to against Administrative Agent, the Merger so as to enable the Closing to occur as soon as reasonably possible (and Lead Arrangers, Collateral Agent or such Person in any event no later than June 30, 1999), including, without limitation, proposing, negotiating, committing way relating to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition arising out of such assets or businesses of Alphabet or Abacus (this Agreement or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of their respective subsidiaries) or otherwise take or commit to take any actions that limits its freedom of action with respect to, or its ability to retain, any of the businessesterms hereof or thereof or of any such other documents (to the extent Borrower has not paid any such amounts pursuant to Section 5.11); provided, product lines however, that no Lender shall be liable for any of the foregoing to the extent they arise from Administrative Agent's, the Lead Arrangers', Collateral Agent's or assets of Alphabet, Abacus any such Person's gross negligence or their respective Subsidiaries, as may willful misconduct. Administrative Agent or any such Person shall be required fully justified in order refusing to avoid the entry of, take or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or delaying the Closing. At the request of Alphabet, Abacus shall agree to divest, hold separate, or otherwise take or commit continue to take any action that limits hereunder or under any other Credit Document unless it shall first be indemnified to its freedom satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of action with respect to, taking or its ability continuing to retain, take any such action. Without limitation of the businessesforegoing, product lines or assets of Abacus each Lender agrees to reimburse Administrative Agent, the Lead Arrangers, Collateral Agent or any such Person promptly upon demand for its Proportionate Share of its Subsidiariesany out-of-pocket expenses (including counsel fees) incurred by Administrative Agent, provided that the Lead Arrangers, Collateral Agent or any such action is conditioned upon the consummation of the Merger. Abacus agrees and acknowledges that, Person in connection with any filing the preparation, execution, administration or submission requiredenforcement of, action or legal advice in respect of rights or responsibilities under, the Operative Documents, to be taken or commitment to be made by Alphabetthe extent that Administrative Agent, Abacus the Lead Arrangers, Collateral Agent or any of its respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Abacus nor any of its Subsidiaries shall, without Alphabet's prior written consent, divest any assets, commit to any divestiture or assets or businesses of Abacus and its subsidiaries or take any other action or commit to take any action that would limit Abacus', Alphabet's or any of their subsidiaries freedom of action with respect to, or their ability to retain any of their businesses, product lines or assets. Notwithstanding the foregoing, (x) nothing herein shall require Alphabet to agree to the sale, transfer, divestiture or other disposition of stores of Alphabet, Abacus or any of their subsidiaries having aggregate gross annual sales for the fiscal year ended in January 1998 in excess of 6% of the combined gross annual sales of Abacus, Alphabet and their respective subsidiaries taken as a whole such Person is not reimbursed for such period, (y) and other than the sale, transfer, divestiture or other disposition of stores having revenues up to the gross annual amount referenced in clause (x) of this paragraph (b), neither party shall be required to take any actions or make any commitments or agreements pursuant to paragraph (b)(ii) above, if the taking of such action or the making of any commitments or the consequences thereof, individually or in the aggregate, would be reasonably likely to have an Alphabet Material Adverse Effect. Any actions taken expenses by Alphabet or Abacus to comply with their respective obligations under Section 6.2(b)(ii), including a decision by Alphabet to waive any of the provisions of this paragraph, shall not be considered to constitute or result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, as applicableBorrower.