Common use of Without limiting Clause in Contracts

Without limiting. the provisions of Section 9.01(a) hereof and subject to Sections 5.10(b) and 5.10(d) hereof, the Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), to the 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 consent under, any thereof, shall (i) modify any of the provisions of this Section 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 be 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 any change in this Indenture or 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 either case releasing the Lessee (or Permitted 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 provided in connection with the exercise of remedies under Article IV hereof.

Without limiting. Section 6.2(a), Alphabet and Abacus shall (i) each use its reasonable best efforts to avoid the provisions of Section 9.01(aentry 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) hereof each take any and subject all steps necessary to Sections 5.10(b) avoid or eliminate each and 5.10(d) hereofevery 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 Indenture Trustee agrees 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 the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documentsrespect to, or its ability to retain, any other agreement included in of the Trust Indenture Estatebusinesses, unless such supplementproduct lines or assets of Alphabet, amendment, waiver, modification Abacus or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consenttheir respective Subsidiaries, as may be specified required in such request and as may be (in order to avoid the case of any such amendment, supplement or modification), to the 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 entry of, or consent underto 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, shall (i) modify 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 Section 9.01paragraph, shall not be considered to constitute or of Section 2.02result in an Alphabet Material Adverse Effect or an Abacus Material Adverse Effect, 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 be 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 any change in this Indenture or 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 either case releasing the Lessee (or Permitted 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 provided in connection with the exercise of remedies under Article IV hereofapplicable.

Without limiting. the provisions generality of Section 9.01(athe foregoing, and except as otherwise expressly permitted by this Agreement, prior to the Closing Date, without the prior written consent of HBR, IWRA shall not: (i) hereof and mortgage or otherwise encumber or subject to Sections 5.10(bany lien any of the Property; (ii) and 5.10(dsell, transfer or assign any of the Property; (iii) hereof, the Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent contract with respect to this Indenture, the Lease, the Refunding Agreement or the other Indenture DocumentsProperty which (a) is not terminable within ninety (90) days, or any other agreement included in (b) requires the Trust Indenture Estateapproval of the Gaming Commission, unless with respect to (a) and (b), a proposed copy of the contract, including, without limitation, any agreements relating to greyhound purses, has been delivered to HBR and HBR has not disapproved such supplementcontract within five (5) Business Days of its receipt; (iv) take any actions with respect to the development of the Property, amendmentincluding, waiverwithout limitation, modification applying for, pursuing, accepting or consent is consented to in writing by a Majority in Interest of Note Holdersobtaining any permits, approvals or does not adversely affect the Note Holders in other development entitlements from any material respect. Upon the written request of a Majority in Interest of Note Holders, the Indenture Trustee shall from time to time enter Governmental Authority or finalizing or entering into any such supplement agreements relating thereto without the prior written consent of HBR (which consent may be granted or amendment, or execute withheld in HBR's sole and deliver any such waiver, modification or consent, absolute discretion); (v) except as may be specified required by a change in such request and as may be (Law or in the case of any such amendmentgenerally accepting accounting principles, supplement or modification), to the 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 consent under, any thereof, shall (i) modify change any of the provisions of this Section 9.01accounting practices, principles, 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) procedures employed as of the LeaseExecution Date; (vi) unless required by a change in Law, close, terminate or otherwise eliminate any activity historically conducted on the definitions Property; (vii) unless required by a change in Law, make any material change to any practice or procedure relating to the employees of "Indenture Event of Default"IWRA, "Indenture Default"including, "Indenture Trustee Event"without limitation, "Lease Event of Default"any human resources procedures, "Lease Default"compensation and benefit programs, "Majority and salary or hourly wage amounts, except ordinary merit pool increases or increases due to tenure in Interest of Note Holders"accordance with past practice provided that, "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 Noteemployee, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder such increase shall be made as among the Note Holders, the Owner Trustee and the Lessee, not exceed five percent (iii) reduce, modify or amend any indemnities in favor of the Note Holders, (iv) consent to any change in this Indenture or 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(b5%) of such employee's salary or hourly rate prior to such increase without the Lease, prior written consent of HBR (which consent may be granted or modify, amend withheld in HBR's sole and absolute discretion); (viii) take or supplement the Leaseagree to take in writing or otherwise, any Assigned Sublease or any Sublease Assignment, or consent to any assignment of any thereof, actions prohibited in either case releasing the Lessee subsections (or Permitted Sublesseei) 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(bthrough (vii) 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 provided in connection with the exercise of remedies under Article IV hereofabove.

Without limiting. the generality of the other provisions of this Agreement, the Credit Agreement and 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 (which grant is coupled with an interest and is irrevocable) to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be necessary or required by the United States Patent and Trademark Office, the United States Copyright Office or by any other office or authority in order to evidence (and to effect and to record) the assignment of all, right, title and interest of each Grantor in and to the Intellectual Property Collateral (including, without limitation, each patent, trademark and copyright, now owned or hereafter acquired by such Grantor, and all of the goodwill of the business of such 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 all of 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 such 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 any of the other Intellectual Property Collateral and/or any licenses thereunder or other 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 manner whatsoever, directly or indirectly; and (v) direct the Grantor to execute, in which event the Grantor shall execute, such other and further documents that the Secured Party may reasonably request to further confirm the provisions of Section 9.01(a) hereof and subject to Sections 5.10(b) and 5.10(d) hereof, further evidence the Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any material respectforegoing assignment. Upon the written request of a Majority in Interest of Note HoldersSecured Party, the Indenture Trustee each Grantor also shall from time make available to time enter into any such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification)Secured Party, to the extent within such agreement is requiredGrantor’s power and authority, agreed such individuals then in such Grantor’s employ to by assist in the Owner Trustee production, advertisement 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 sale of the terms ofproducts and services sold under the Trademarks, Copyrights and Patents or consent under, any thereof, shall (i) modify any of the provisions of this Section 9.01other Intellectual Property Collateral, or of Section 2.02, 2.10, 2.13, 4.02, 4.04(e), 5.06 or 5.10 hereof, Section 17 (except such individuals to add a Lease Event of Default) be available to perform their prior functions on the Secured Party’s behalf and to be compensated at the expense 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 be 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 any change in this Indenture or 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 either case releasing the Lessee (or Permitted 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 provided in connection with the exercise of remedies under Article IV hereofGrantor.

Without limiting. the provisions generality of Section 9.01(a) hereof and subject to Sections 5.10(b) and 5.10(d) hereof, the Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consentforegoing, as may be specified in such request and promptly as may be practicable after written notice from Amazon (but in the case of the HSR Act, no later than 10 Business Days after such written notice), and in any such amendmentevent no later than in accordance with established regulatory time frames, supplement the parties shall (i) file any Notification and Report Forms required or modificationadvisable under the HSR Act with the Federal Trade Commission and the United States Department of Justice and (ii) file, make or give, as applicable, all other filings, requests, or notices required or advisable under any other Antitrust Laws, in each case with respect to the issuance of the Warrant Shares (the “Initial Filing Transaction”) (the filings, requests and notices described in the foregoing clauses (i) and (ii), collectively, the “Initial Antitrust Filings”). In addition, following the receipt of the Initial Antitrust Clearance, to the extent such agreement is requiredrequired or advisable by Applicable Law (including, agreed to by for the Owner Trustee and Lessee oravoidance of doubt, any Antitrust Law) in connection with any further issuance of Warrant Shares (in each case, whether in full or in part), the parties shall file, make, or give, as applicable, as promptly as reasonably practicable and advisable (as determined in good faith by Amazon after consultation with the Company in accordance with the first sentence of Section 12.4), any further filings, requests, or notices required under any Antitrust Laws, including the HSR Act. Without limiting the generality of the foregoing, each party shall supply as promptly as reasonably practicable to the appropriate Governmental Entities, and in any event no later than in accordance with established regulatory time frames, any information and documentary material that may be appropriate, required under 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 HSR Act or any other Indenture Document Antitrust Laws. For purposes of this Agreement, the term “Initial Antitrust Clearance” as of any time means (x) prior to such time, the expiration or waiver or modification termination of the terms ofwaiting period under the HSR Act and the receipt of all exemptions, authorizations, consents, or consent under, any thereof, shall (i) modify any of the provisions of this Section 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 Leaseapprovals, the definitions making of "Indenture Event all filings and the giving of Default"all notices, "Indenture Default"and the expiration of all waiting periods, "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 subject to any Equipment Noteother Antitrust Laws, or alter or modify in each case to the provisions of Article III hereof extent required with respect to the order of priorities in which distribution thereunder shall be made as among Initial Filing Transaction, and (y) 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 any change in this Indenture or 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 absence at such time of any thereofApplicable Law or order issued by any court of competent jurisdiction or other legal restraint or prohibition under any Antitrust Law, in either each case releasing that has the Lessee (or Permitted Sublessee) from its obligations in respect effect of preventing 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 consummation of any Lien on the Trust Indenture Estate or any part thereof other than Permitted Liens or deprive any Note Holder issuances of the benefit of the Lien of this Indenture on the Trust Indenture Estate, except as provided in connection with the exercise of remedies under Article IV hereofWarrant Shares.

Without limiting. Section 7.1(a), Parent and the provisions of Section 9.01(a) hereof and Company shall, subject to Sections 5.10(bSection 7.1(c): (i) and 5.10(d) hereof, each use its reasonable best efforts to avoid the Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), to the 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 entry of, or consent underto have vacated or terminated, any thereofdecree, shall (i) modify any of the provisions of this Section 9.01order, or of judgment that would restrain, prevent or delay the Closing, on or before the End Date (as defined in Section 2.02, 2.10, 2.13, 4.02, 4.04(e9.1(b)(i)), 5.06 or 5.10 hereof, Section 17 (except to add a Lease Event of Default) of including without limitation defending through litigation on the Lease, the definitions of "Indenture Event of Default", "Indenture Default", "Indenture Trustee Event", "Lease Event of Default", "Lease Default", "Majority merits any claim asserted 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, court by any Person; and (ii) reduce the amounteach use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or change the time of payment or method of calculation of trade regulation law that may be asserted by 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 governmental authority with respect to the order of priorities Merger so as to enable the Closing to occur as soon as reasonably possible (and in which distribution thereunder shall be made as among any event no later than the Note HoldersEnd Date), including, without limitation (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the Owner Trustee and the Lesseesale, (iii) reduce, modify divestiture or amend any indemnities in favor disposition of the Note Holders, (iv) consent to any change in this Indenture such assets or businesses of Parent or the Lease Company (or any of their respective Subsidiaries) and (y) otherwise taking or committing to take actions that limit its or its Subsidiaries' freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries' businesses, product lines or assets, 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 permit redemption otherwise have the effect of Equipment Notes earlier than permitted under Section 2.10 hereofpreventing or materially delaying the Closing. At the request of Parent, (v) modify 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 provisions of Section 4(b) businesses, product lines or assets of the Lease, or modify, amend or supplement the Lease, any Assigned Sublease Company or any Sublease Assignmentof its Subsidiaries, or consent to provided that any assignment of any thereof, in either case releasing such action is conditioned upon the Lessee (or Permitted Sublessee) from its obligations in respect consummation of the payment of Basic Rent or Stipulated Loss Value for Merger 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 Aircraft or altering Effective Time. The Company agrees and acknowledges that, notwithstanding anything to the absolute and unconditional character of the obligations of Lessee to pay Trust Indenture 89 - 84 - Rent as set forth contrary 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 EstateSection 7.1, except as provided in connection with any filing or submission required, action to be taken or commitment to be made by Parent, the exercise Company or any of remedies under Article IV hereoftheir respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent (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 the Company and its Subsidiaries or take any other action or commit to take any action that would limit the Company's, Parent'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. Parent also 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 Parent, the Company or any of their respective Subsidiaries to consummate the Merger or other transactions contemplated in this Agreement, neither Parent nor any of its Subsidiaries shall, without the Company's prior written consent (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 Parent and its Subsidiaries or take any other action or commit to take any action that would limit the Company's, Parent'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.

Without limiting. the provisions generality of Section 9.01(a8.1(a) hereof and subject and, except as contemplated in this Agreement or as described in Schedule 8.1(c), or as required under applicable law or by any Governmental Authority, prior to Sections 5.10(bthe Exchange Closing Date, without the prior written consent of DLC, no FE Subsidiary shall as to its FE Assets: (i) and 5.10(dMake any material change in the levels of the FE Inventories customarily maintained by such FE Subsidiary with respect to its FE Asset, other than changes which are consistent with Good Utility Practices; (ii) hereofSell, the Indenture Trustee agrees with the Note Holders that it shall not enter into any amendmentlease (as lessor), waiver encumber, pledge, transfer or modification otherwise dispose of, supplement any FE Asset (except for FE Inventories or consent 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 this Indentureencumber any such FE Asset with Permitted Encumbrances (FE Assets); (iii) Modify, amend or voluntarily terminate, prior to the Lease, respective expiration date of any of the Refunding Agreement Assigned Agreements or the other Indenture Documents, Real Property Leases or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification of its FE Permits or consent is consented FE Environmental Permits with respect to in writing by a Majority in Interest any of Note Holders, or does not adversely affect the Note Holders its FE Assets in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be other than (A) in the case ordinary course of any such amendment, supplement or modification)business, to the extent consistent with the past practices of such agreement is requiredFE Subsidiary and with Good Utility Practices, agreed (B) with cause, to by the Owner Trustee extent consistent with past practices of such FE Subsidiary and Lessee orwith Good Utility Practices, or (C) as may be appropriate, required in connection with transferring of any such FE Subsidiary's rights or obligations thereunder to 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 Acquiring Party pursuant to this IndentureAgreement; (iv) Except as otherwise provided herein, enter into any commitment for the Leasepurchase, sale, or transportation of fuel for any FE Asset having a term greater than six months and not terminable on or before the Refunding Agreement 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 the extent necessary to operate such FE Assets in accordance with this Section 8.1; (vi) Except as otherwise provided herein, enter into any other Indenture Document contract, agreement, commitment or waiver arrangement relating to any FE Asset that individually exceeds $250,000 or modification of 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 ofof any collective bargaining agreement or as otherwise provided under Section 8.11 hereof, (A) hire at, or consent undertransfer to such FE Asset, any thereofnew employees prior to the Exchange Closing, shall other than to fill vacancies in existing positions in the reasonable discretion of such FE Subsidiary, (iB) modify materially increase salaries or wages of employees employed in connection with such FE Assets prior to the Exchange Closing, (C) take any of action prior to the provisions 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 Section 9.01Agreement by any Governmental Authority (provided that 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 of Section 2.02(C) those which are prudent in amount but do not exceed in the aggregate $500,000 for any Exchange Asset, 2.10in addition to those identified in (A) or (B) above; or (ix) Except as otherwise provided herein, 2.13enter into any written or oral contract, 4.02agreement, 4.04(e), 5.06 commitment 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 arrangement 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 be 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 any change in this Indenture or 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 either case releasing the Lessee (or Permitted 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 proscribed transactions set forth in Sections 4(bthe foregoing paragraphs (i) and 4(d) of the Lease through (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 provided in connection with the exercise of remedies under Article IV hereofviii).

Without limiting. the provisions generality of Section 9.01(a) hereof and subject to Sections 5.10(b5.1(a) and 5.10(d) hereofexcept as may be required by Law or expressly required by this Agreement, the Indenture Trustee Company agrees with the Note Holders Parent that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, between the Lease, date hereof and the Refunding Agreement Closing or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consentTermination Date, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), to the extent such agreement is required, agreed to by the Owner Trustee and Lessee or, as may be appropriate, the Manufacturer; provided, however, thatapplicable, without the prior written consent of each Holder the Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly set forth in Section 5.1(a) of an affected Equipment Note then outstanding and of each Liquidity Provider, no such amendment of or supplement to this Indenturethe Disclosure Schedule, the LeaseCompany shall not, the Refunding Agreement or and shall cause its Subsidiaries not to, do any other Indenture Document or waiver or modification of the terms of, or consent under, any thereof, shall following: (i) modify adopt any amendments to its memorandum and articles of the provisions of this Section 9.01, association 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, similar applicable organization documents; (ii) reduce the amountdeclare, authorize, set aside or change the time of payment pay any dividends on or method of calculation of make any amount, of Principal Amount, Make-Whole Amount, if any, or interest distribution with respect to any Equipment Noteof its outstanding shares or other equity interests (whether in cash, assets, stock or alter other securities of the Company or modify such Subsidiaries), except for cash dividends made by any direct or indirect wholly-owned Subsidiary of the provisions of Article III hereof with respect Company to the order Company or one of priorities in which distribution thereunder shall be made as among the Note Holders, the Owner Trustee and the Lessee, its wholly-owned Subsidiaries; (iii) reducesplit, modify combine or amend reclassify any indemnities of its shares or issue or grant or authorize or propose the issuance or grant of any of its shares in favor 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 Note Holders, Company Equity Incentive Plan outstanding on the date hereof in accordance with the terms thereof in effect on the date hereof; (iv) consent to any change in this Indenture purchase, redeem or the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 hereof, (v) modify otherwise acquire any of the provisions of Section 4(b) of the Lease, its or modify, amend or supplement the Lease, any Assigned Sublease its Subsidiaries shares or any Sublease Assignment, other of its or consent to any assignment of any thereof, in either case releasing the Lessee (or Permitted 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 Subsidiaries’ securities or any part thereof rights, warrants or options to acquire any such shares or other than Permitted Liens or deprive any Note Holder of the benefit of the Lien of this Indenture on the Trust Indenture Estatesecurities, except as provided in each case in connection with the exercise and settlement of remedies outstanding awards as of the date hereof under Article IV 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 assessment or determination of material Taxes, (C) enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund, (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 adverse 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, employee or individual consultant of the Company or any of its Subsidiaries, 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 applicable Company Plan in existence on the 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 Company or any of its Subsidiaries, (C) increase the 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 incentive compensation, 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 or otherwise modify or amend or terminate any such plan or arrangement, except 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, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any employees, 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 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 otherwise) any corporation, partnership or other business organization or any property or assets of 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 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 otherwise dispose of or subject to any Lien (other than a Permitted Lien) any assets of the Company or any of its Subsidiaries with a value in excess of $1,000,000 in the aggregate, or (D) make any loans or advances to any Person in excess of $100,000 individually, or $200,000 in the aggregate (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 (A) and (C), for acquisitions or dispositions pursuant to a Contract in effect as of the date hereof, and, 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 supply, inventory or trading stock, in the ordinary course of business consistent with past practices, (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 its Subsidiaries with any Person (other than the 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, assignment, consolidation, merger or 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 amount and timing of such capital expenditures, capital additions or capital improvements) that is not set forth in the capital expenditures plan contained in Section 5.1(b)(xii) of the Disclosure Schedule, that exceeds $3,000,000 in the aggregate; (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, 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 of the foregoing actions.

Without limiting. the provisions Obligations of Section 9.01(a) hereof each Borrower Party hereunder, each Lender agrees to indemnify the Lead Arrangers, Collateral Agent and subject to Sections 5.10(b) Administrative Agent and 5.10(d) hereoftheir respective officers, directors, shareholders, controlling Persons, employees, agents and servants, ratably in accordance with their Proportionate Shares for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against Administrative Agent, the Indenture Trustee agrees with the Note Holders that it shall not enter into Lead Arrangers, Collateral Agent or such Person in any amendment, waiver way relating to or modification of, supplement or consent to arising out of this Indenture, the Lease, the Refunding Agreement or any documents contemplated by or referred to herein or therein or the other Indenture Documents, transactions contemplated hereby or thereby or the enforcement of any other agreement included in of the Trust Indenture Estate, unless such supplement, amendment, waiver, modification terms hereof or consent is consented to in writing by a Majority in Interest of Note Holders, thereof or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), other documents (to the extent Borrower has not paid any such agreement is required, agreed amounts pursuant to by the Owner Trustee and Lessee or, as may be appropriate, the ManufacturerSection 5.11); provided, however, that, without the consent of each Holder of an affected Equipment Note then outstanding and of each Liquidity Provider, that 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 consent under, any thereof, Lender shall (i) modify be liable for any of the provisions of this Section 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 foregoing to add a Lease Event of Default) of the Leaseextent they arise from Administrative Agent's, the definitions of "Indenture Event of Default"Lead Arrangers', "Indenture Default", "Indenture Trustee Event", "Lease Event of Default", "Lease Default", "Majority Collateral Agent's or any such Person's gross negligence or willful misconduct. Administrative Agent or any such Person shall be fully justified in Interest of Note Holders", "Make-Whole Amount" or "Note Holder", or the percentage of Note Holders required refusing to take or approve to continue to take any action hereunderhereunder or under any other Credit Document unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limitation of the foregoing, (ii) reduce each Lender agrees to reimburse Administrative Agent, the amountLead Arrangers, Collateral Agent or change the time of payment or method of calculation any such Person promptly upon demand for its Proportionate Share of any amount, of Principal Amount, Makeout-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 be made as among the Note Holdersof-pocket expenses (including counsel fees) incurred by Administrative Agent, the Owner Trustee and the LesseeLead Arrangers, (iii) reduce, modify or amend any indemnities in favor of the Note Holders, (iv) consent to any change in this Indenture or 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 Collateral Agent or any Sublease Assignment, or consent to any assignment of any thereof, in either case releasing the Lessee (or Permitted 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 provided such Person in connection with the exercise preparation, execution, administration or enforcement of, or legal advice in respect of remedies under Article IV hereofrights or responsibilities under, the Operative Documents, to the extent that Administrative Agent, the Lead Arrangers, Collateral Agent or any such Person is not reimbursed for such expenses by Borrower.

Without limiting. the provisions of this Section 9.01(a) hereof and 5.5, but subject to Sections 5.10(b) the remainder of this Section 5.5(c), Parent and 5.10(d) hereofthe Company shall take, or cause to be taken, 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 applicable Competition Law that may be asserted by any Governmental Entity with respect to the Indenture Trustee agrees Merger so as to enable the Closing to occur as promptly as practicable (and in any event, no later than the Extended Outside Date), including using their reasonable best efforts to lift or rescind any injunction or restraining order or other order of any Governmental Entity prohibiting the parties from consummating the Transactions in accordance with the Note Holders that it shall not enter into any amendmentterms of this Agreement, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute including reasonably pursuing administrative and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), judicial appeal up to the extent such agreement is required, agreed to by the Owner Trustee and Lessee or, as may be appropriate, the ManufacturerOutside Date; 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 that nothing in this Section 5.5 or supplement to anything else in this Indenture, the Lease, the Refunding Agreement shall require Parent or any other Indenture Document of its Subsidiaries to (and neither the Company nor any of its Subsidiaries shall, or waiver shall offer or modification agree to, do any of the terms of, or consent under, any thereof, shall following without Parent’s prior written consent): (i) modify (A) sell, divest or discontinue any portion of the provisions assets, liabilities, activities, businesses or operations of this Section 9.01Parent or its Subsidiaries or the Company or its Subsidiaries, 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 DefaultB) 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 accept 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 other remedy with respect to any Equipment Noteassets, liabilities, activities, businesses or alter operations of Parent or modify any of its Subsidiaries or the provisions Company or any of Article III hereof with respect to its Subsidiaries, if in the order case of priorities in which distribution thereunder shall be made as among the Note Holdersclauses (A) and (B), the Owner Trustee cumulative effect of any such divestitures and remedies would adversely impact projected EBITDA for the Lessee, (iii) reduce, modify first year after Closing from Parent’s or amend any indemnities in favor of the Note Holders, (iv) consent to any change in this Indenture or the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 hereof, (v) modify any of its Subsidiaries’ (including at or after the provisions Closing, the Company’s and any of Section 4(bits Retained Subsidiaries’) 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 either case releasing the Lessee (or Permitted 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 operations as set forth in Sections 4(b) and 4(dSection 5.5(c) of the Lease (or comparable provisions in any Assigned Sublease) Company Disclosure Schedule by more than $25,000,000 annually; or (viii) permit the creation of any Lien on the Trust Indenture Estate require Parent or any part thereof other than Permitted Liens of its Subsidiaries (including at or deprive after the Closing, the Company and any Note Holder of its Retained Subsidiaries) to provide prior notice to, or to obtain prior approval from any Governmental Entity unless such requirement to provide prior notice to, or to obtain prior approval from, any Governmental Entity would be immaterial to Parent and its Subsidiaries (including, at or after the Closing, the Company and its Retained Subsidiaries), taken as a whole (any of the benefit 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 constitute a Burdensome Condition so long as, in the case of actions described in clause (i) of the Lien definition of this Indenture on Burdensome Condition, such action is conditioned upon the Trust Indenture Estate, except as provided in connection with occurrence of the exercise of remedies under Article IV hereofClosing.

Without limiting. the provisions generality of Section 9.01(a) hereof the undertakings and subject to Sections 5.10(bsubsections (a) and 5.10(d(b) hereofof this Section 6.03, the Indenture Trustee agrees with Company, Parent and Merger Sub agree to take or cause to be taken the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), to the 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 consent under, any thereof, shall following actions: (i) modify provide as promptly as practicable information and documents requested by any Governmental Antitrust Authority necessary, proper or advisable to permit consummation of the provisions of transactions contemplated by this Section 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 hereunderAgreement, (ii) reduce the amounttake, or change cause to be taken, all actions necessary, proper or advisable to obtain the time approval for consummation of payment the transactions contemplated by this Agreement by any Governmental Antitrust Authority, which actions shall include each of Parent and Merger Sub's agreement to (x) sell or method of calculation of any amount, of Principal Amount, Make-Whole Amount, if anyotherwise dispose of, or interest hold separate and agree to sell or otherwise dispose of, any entities, assets or facilities of the Company or a Company Subsidiary or any entity, facility or asset of Parent or its Affiliates, (y) terminate, amend or assign such existing relationships and contractual rights and obligations (other than termination that would result 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 respect a third party) and to any Equipment Noteenter into such new licenses or other agreements (and, or alter or modify in each case, to enter into agreements with the provisions of Article III hereof relevant Governmental Antitrust Authority giving effect thereto) in each case with respect to the order of priorities in which distribution thereunder 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 made as among required to be effective prior to the Note Holders, the Owner Trustee Closing and the Lessee, (iii) reducetake 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 consummation of any such transaction, 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 vacate, modify or amend any indemnities suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement. The Company, Parent and Merger Sub agree to offer the other parties, if possible, a reasonable opportunity to participate in favor of the Note Holders, (iv) consent to any change in this Indenture or 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 either case releasing the Lessee (or Permitted Sublessee) from its obligations in respect of the payment of Basic Rent or Stipulated Loss Value for the Aircraft or altering the absolute all telephonic conferences 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 provided in connection all meetings with the exercise of remedies under Article IV hereofa Governmental Antitrust Authority.

Without limiting. the provisions foregoing, each of Section 9.01(a) hereof Seller and subject Buyer shall use, and shall cause their respective Affiliates and Control Persons, as applicable, to Sections 5.10(b) and 5.10(d) hereofuse, the Indenture Trustee agrees reasonable best efforts to avoid any impediments under any applicable Law that may be asserted by, or Governmental Order that may be entered by, any Governmental Authority with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent respect to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documentstransactions contemplated hereby or by the Ancillary Agreements so as to enable the Closing to occur as 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 other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), to the 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 consent under, any thereof, shall actions (i) modify as reasonably required or requested by any of the provisions of this Section 9.01, Governmental Authority 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 amountnecessary to avoid or eliminate any restriction or limitation, or change to satisfy any condition or requirement reasonably imposed by any Governmental Authority, in each case to (A) obtain all Governmental Approvals necessary, proper or advisable to consummate the time of payment transactions contemplated by this Agreement and the Ancillary Agreements and secure the expiration or method of calculation termination of any amountapplicable waiting period under the HSR Act, of Principal Amount, Make-Whole Amount, if any, or interest with respect to (B) resolve any Equipment Note, or alter or modify the provisions of Article III hereof objections that may be asserted by any Governmental Authority with respect to the order Closing or any other transaction contemplated hereby or by any Ancillary Agreement and (C) prevent the entry of, and have vacated, lifted, reversed or overturned, any Governmental Order that would prevent, prohibit, restrict or delay the consummation of priorities the Closing or any other transaction contemplated hereby; provided that, notwithstanding anything to the contrary contained in which distribution thereunder Section 4.3 or elsewhere in this Agreement, none of Buyer or any of its Affiliates or Control Persons shall be made as among the Note Holders, the Owner Trustee and the Lessee, required to (iiix) reduce, modify take any action or amend commit to taking any indemnities in favor of the Note Holders, (iv) consent to any change in this Indenture or the Lease which action that 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 Leaseconstitute, or modifyotherwise agree to, amend or supplement the Lease, any Assigned Sublease or any Sublease Assignment, or consent to any assignment of any thereof, in either case releasing the Lessee (or Permitted 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) a Burdensome Condition or (viy) permit the creation of commence any Lien on the Trust Indenture Estate or Litigation against 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 provided in connection with the exercise of remedies under Article IV hereofGovernmental Authority.

Without limiting. the provisions generality of Section 9.01(a) hereof 8.1(a), and subject to Sections 5.10(b) and 5.10(d) hereof, the Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, except as may be specified in such request and as may be (in otherwise expressly permitted by this Agreement or with the case of any such amendment, supplement or modification), to the 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 prior written consent of each Holder of an affected Equipment Note then outstanding and of each Liquidity ProviderBuyer, no such amendment of which shall not be unreasonably withheld, delayed or supplement to this Indentureconditioned, from the Leasedate hereof through the Closing, the Refunding Agreement or any other Indenture Document or waiver or modification of the terms ofSeller shall not, or consent under, any thereof, shall (i) modify any of the provisions of this Section 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 be made as among the Note Holders, the Owner Trustee and the Lessee, Business: (iiii) reduce, modify or amend enter into any indemnities in favor of the Note Holders, (iv) consent to any change in this Indenture or 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 either case releasing the Lessee (or Permitted 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 provided material transaction in connection with the exercise Business outside the ordinary course of remedies business and not consistent with past practice; (ii) conduct the Business outside the ordinary course of business (as conducted by Seller since the Filing Date); (iii) sell, lease, transfer, mortgage or assign any of the Transferred Assets, tangible or intangible, other than inventory in the ordinary course of business; (iv) cancel, compromise, knowingly waive or lease any material right or claim (or series of related rights and claims) under Article IV hereofthe Material Contracts, other than modifications to product sales orders and materials and supplies purchase orders in the ordinary course of business and consistent with past practice; (v) make any material change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or agree to pay, conditionally or otherwise, any material bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any Employee of the Business, other than the increases and payments in the ordinary course of business consistent with past practice since the Filing Date; (vi) enter into or assume any Contract related to the Business or the Transferred Assets other than in the ordinary course of business and consistent with past practice; (vii) enter into or assume (whether or not in the ordinary course of business) any Contract or obligation related to the Business or the Transferred Assets (or of a type included in the Transferred Assets) that can be expected to (i) have a term lasting more than 90 days after the Closing Date or (ii) generate gross revenues or payments in excess of $100,000; (viii) enter into or assume any pledge, conditional sale or other title retention agreement or Lien upon any of the Transferred Assets; (ix) engage in any activities or transactions that would reasonably be expected to have a Material Adverse Effect on the Business; (x) make or agree to make any capital expenditures in excess of $100,000; (xi) make any investment in (including by purchase of stock or securities, contributions to capital, property transfers or otherwise), or loan or advance to, any Person; (xii) enter into any transactions with any of its Affiliates; (xiii) reject any Contracts pursuant to Section 365 of the Bankruptcy Code other than such Contracts which are not part of the Transferred Assets; and (xiv) agree to do any of the foregoing.

Without limiting. Section 4.2(a), and except as disclosed in the provisions of Section 9.01(a) hereof and subject to Sections 5.10(b) and 5.10(d) hereofContributing Stockholder Disclosure Schedule, the Indenture Trustee Contributing Stockholder agrees with that, during the Note Holders that Pre-Closing Period, it shall will not, and will cause its Subsidiaries not enter into to, in each case without the prior written Consent of the Company (which Consent may not be unreasonably withheld or unduly delayed): (1) in a single transaction or series of related transactions, sell (including any amendmentsale-leaseback), waiver lease, license, pledge, transfer or modification of, supplement otherwise dispose of (including through a dividend or consent distribution to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documentsany Person), or discontinue, all or any other agreement included portion of its assets, business or properties that are used in or necessary for the Trust Indenture Estateconduct of the Contributed Business or are part of the Contributed Assets except, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (A) in the case of assets other than Contributed Assets, in the Ordinary Course of Business and (B) in the case of the Contributed Assets, inventory in the Ordinary Course of Business; (2) except with respect to Contributed Business Contracts not included in the Contributed Assets and with respect to which any such amendmentof the actions described in this Section 4.2(b)(2) would not materially and adversely affect the ability of the Contributing Stockholder to perform its obligations under the Transactional Agreements, supplement terminate, amend, modify or modificationwaive any material right under any Contributed Business Contract or enter into any material Contributing Stockholder Contract included or to be included in the Contributed Assets (other than in the Ordinary Course of Business or renewals of existing Contributed Business Contracts on substantially the same terms and, in any event, involving a Contributed Business Contract with aggregate payments (payable or receivable) or amounts not in excess of $50,000); provided that, to the extent such agreement is required, agreed the Contributing Stockholder reasonably requests a waiver from this provision in order to by permit it to comply with any of its obligations under Article I and the Owner Trustee and Lessee or, as may be appropriateCompany does not grant the waiver, the Manufacturer; providedContributing Stockholder will have no liability under this Agreement for the failure to perform such obligations; (3) dismiss any management-level Business Employee other than for cause or transfer any Business Employee to operations other than those of the Contributed Business; (4) except in an amount, howeverindividually or in the aggregate, thatnot to exceed $100,000, commit to make any capital expenditure or acquire any property or assets in connection with the Contributed Business to the extent the commitment will give rise to any Liabilities other than Excluded Liabilities; (5) permit or allow any of the Contributed Assets to be subject to any Encumbrance (other than Permitted Encumbrances) which cannot be removed prior to the Effective Time without giving rise to any Liabilities other than Excluded Liabilities; (6) write-off as uncollectible any notes or accounts, funds or trust receivables that are part of the consent Contributed Assets, except for write-downs or write-offs in the Ordinary Course of Business; (7) incur or assume any indebtedness for borrowed money or other Liability (other than accounts payable), or assume, guarantee, endorse or otherwise become liable or responsible for indebtedness for borrowed money or other Liability of any Person, in each Holder case that would give rise to any Liabilities other than Excluded Liabilities; (8) grant any increase in the compensation or benefits 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 Business Employee (excluding any increase specifically provided for in the terms of, or consent 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 Business Employee, except for (A) increases in the Ordinary Course of Business to Business Employees in terms of proportion and timing, (B) other changes that are required by applicable Legal Requirements, (C) grants of awards to newly hired officers and employees consistent with past practice, (D) the Employment Agreement, dated May 12, 1999, by and among the Contributing Stockholder and Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and (E) increases to Employee Benefit Plan benefits to all participating employees of the Contributing Stockholder; (9) adopt, enter into or amend, or become obligated under, any thereofemployment, shall 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 other than any new Business Employee that enters into any benefit plan or arrangement in effect on the date hereof, except as (i) modify required to comply with changes in applicable Legal Requirements or (ii) to the extent that any such plan, agreement, trust, fund or arrangement is primarily or disproportionately for the benefit or welfare of the Business Employees; (10) defer or delay the payment of, or fail to pay when otherwise due, material expenses, material indebtedness or other material obligations, in each case, of the Contributed Business, including material compensation expenses of any Business Employee, except in the Ordinary Course of Business; (11) to the extent related to the Contributed Business, 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); (12) except to the extent that would not have a material adverse effect on the Contributed Business or would not materially and adversely affect the ability of the Contributing Stockholder to perform its obligations under any of the provisions Transactional Agreements, amend its articles of this Section 9.01incorporation, bylaws or similar constituent documents; (13) adopt a plan or resolution to dissolve or liquidate the Contributing Stockholder or any of Section 2.02, 2.10, 2.13, 4.02, 4.04(e), 5.06 its Subsidiaries other than to the extent the dissolution or 5.10 hereof, Section 17 (except to add a Lease Event of Default) liquidation does not materially and adversely affect the Contributed Business and would not materially and adversely affect the ability 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 Contributing Stockholder 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 be 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 any change in this Indenture or the Lease which would permit redemption of Equipment Notes earlier than permitted perform its obligations under Section 2.10 hereof, (v) modify any of the provisions Transactional Agreements; (14) intentionally take any action that, or intentionally omit to take any action not otherwise prohibited by the terms of Section 4(bthis Agreement the omission of which, would (A) Breach any provision of this Agreement, or (B) result in any of the Leaseconditions to the consummation of the Transactions not being satisfied on or prior to the Termination Date; (15) recognize any labor union or enter into any collective bargaining agreement that includes any Business Employee; (16) settle or compromise any pending Proceeding on a basis requiring any agreement that would (A) give rise to any Liabilities other than Excluded Liabilities or (B) materially and adversely affect the Contributing Stockholder’s ability to perform its obligations under any of the Transactional Agreements; (17) commit, enter into, or modify, amend or supplement the Leaseirrevocably offer to enter into, any Assigned Sublease or Contract to take any Sublease Assignment, or consent to any assignment of any thereof, in either case releasing the Lessee (or Permitted 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 actions prohibited 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 provided in connection with the exercise of remedies under Article IV hereofSection 4.2(b).

Without limiting. Section 6.1, except as otherwise contemplated hereby (including Section 6.2(b)) or by the provisions Ancillary Agreements or as required by the applicable Requirements of Section 9.01(a) hereof and subject Law or the GE/Macy's Program Agreement with respect to Sections 5.10(b) and 5.10(d) hereofthe 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 Indenture Trustee agrees Second Closing Date or, with respect to the Note Holders that it May Assets, the Third Closing Date) without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), the Sellers shall not and shall cause their Subsidiaries not to: (i) enter into or amend any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included Assigned Contract except in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest ordinary course of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute Business consistent with past practice and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), only to the extent such agreement is required, agreed to by entry or amendment would not have a Material Adverse Effect on 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 consent under, any thereof, shall Business; (iii) modify amend any of the provisions Prime Securitization Documents; (iii) except for the acquisition of this Section 9.01May Co., acquire a material amount of assets from any other Person or of Section 2.02, 2.10, 2.13, 4.02, 4.04(e), 5.06 all or 5.10 hereof, Section 17 (except to add a Lease Event of Default) substantially all of the Leaseassets of any Person, whether by merger, asset purchase or otherwise, if, in either case, such assets would constitute Acquired Assets and 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 the extent any such change would be binding on or otherwise affect the Business or the Purchaser following the First Closing, 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", Second Closing or the percentage Third Closing, as the case may be, and except for any change in accounting practices, polices and procedures required by reason of Note Holders required to take a concurrent change in GAAP); (y) any collections, pricing, origination, charge-off, reaging, credit or approve any action hereunderunderwriting practices, (ii) reduce the amount, or change the time policies and procedures 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 Sellers with respect to the order of priorities in which distribution thereunder shall be made as among Accounts; or (z) the Note Holdersservicing practices, the Owner Trustee policies and the Lessee, (iii) reduce, modify or amend any indemnities in favor procedures of the Note Holders, (iv) consent Sellers with respect to any change in this Indenture the Gross Receivables or the Lease which would permit redemption Prime Securitization Receivables; (vi) sell, lease or otherwise dispose of Equipment Notes earlier than permitted under Section 2.10 hereof, (v) modify any of the provisions Acquired Assets and Stock, except (1) in the ordinary course of Section 4(bbusiness and in transactions that individually or in the aggregate with all such other dispositions would not have a Material Adverse Effect on the Sellers or the Business, (2) in connection with securitizations of receivables arising under the Accounts (provided that the benefits thereof are transferable to the Purchaser at the First Closing), (3) pursuant to the terms of Contracts or commitments existing as of the Leasedate of this Agreement and Previously Disclosed, or modify(4) as otherwise Previously Disclosed; or (vii) except in the ordinary course of business consistent with past practice, amend settle any material claim, action or supplement the Lease, proceeding or waive any Assigned Sublease material rights or any Sublease Assignment, or consent to any assignment of any thereof, in either case releasing the Lessee (or Permitted Sublessee) from its obligations claims in respect of the payment of Basic Rent Business in a manner that would adversely affect the Business or Stipulated Loss Value for the Aircraft or altering the absolute and unconditional character any of the obligations of Lessee Acquired Assets and Stock or Assumed Liabilities after the First Closing; or (viii) agree with any Person or otherwise commit themselves to pay Trust Indenture 89 - 84 - Rent as set forth in Sections 4(b) and 4(d) do any 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 provided in connection with the exercise of remedies under Article IV hereofforegoing.

Without limiting. Article IIA or Section 6.14 of the Credit Agreement, each Grantor agrees that should any of its Subsidiaries (other than a Subsidiary which is a party hereto and whether 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 9.01(a5 shall be applicable thereto. (f) hereof Each Grantor agrees: (i) to take all necessary steps in any proceeding before the Patent and subject to Sections 5.10(b) and 5.10(d) hereofTrademark Office, the Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, Copyright Office or any similar office or agency in any other agreement country or any political subdivision thereof or in any court, to maintain and pursue each patent application now or hereafter included in the Trust Indenture EstateCollateral which the Grantor determines to be material or otherwise useful to the conduct of its business, unless and to maintain each such supplementPatent, amendmentand each Trademark or Copyright now or hereafter included in the Collateral, waiverincluding the filing of divisional, modification or consent is consented to in writing by a Majority in Interest of Note Holderscontinuation, or does not adversely affect the Note Holders in any material respect. Upon the written request of a Majority in Interest of Note Holderscontinuation-in-part and substitute applications, the Indenture Trustee shall from time filing of applications for reissue, renewal or extensions, the payment of fees, and the participation in interference, reexamination, opposition and infringement proceedings; (ii) to time enter into any take corresponding steps with respect to unpatented inventions which the Grantor determines to be material or otherwise useful to the conduct of its business and on which such supplement Grantor is now or amendmenthereafter becomes entitled to seek protection, or execute and deliver any including maintaining the confidentiality of such waiver, modification or consent, as may be specified in such request and as may be (inventions if filing a patent application is not justified in the case reasonable judgment of such Grantor; and (iii) to bear any expenses incurred in connection with such amendment, supplement activities. (g) No Grantor shall do any act or modification), omit to the 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 do any other Indenture Document or waiver or modification act whereby any of the terms ofCollateral may become dedicated or abandoned, except where such dedication or consent under, any thereof, shall abandonment either (i) modify is of an immaterial portion of the Collateral, or (ii) is permitted under the Credit Agreement. (h) Each Grantor agrees that in the event that any of the provisions of this Section 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 Collateral which is material to the order operation of priorities in its business and as to which distribution thereunder it has granted the Security Interests is infringed or misappropriated by a third party, such Grantor shall be made take all reasonable steps to terminate the infringement or misappropriation, and take such other actions as among such Grantor shall deem appropriate under the Note Holders, the Owner Trustee and the Lessee, (iii) reduce, modify or amend any indemnities in favor of the Note Holders, (iv) consent circumstances to any change in this Indenture or 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 either case releasing the Lessee (or Permitted 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 provided protect such Collateral. Any expense incurred in connection with the exercise of remedies under Article IV hereofsuch activities shall be borne by such Grantor.

Without limiting. the provisions generality of Section 9.01(aany other provision of this Security Agreement, the Debtor agrees as follows: (a) hereof To the extent not delivered with this Agreement, the Debtor shall forthwith deliver to the Secured Party all share certificates, unit certificates, or similar securities and subject instruments that evidence ownership or title to Sections 5.10(bthe shares described in paragraphs 1 and 2 of Schedule A and the units of the LLP described in paragraph 3 of Schedule A. (b) The Debtor shall use all reasonable commercial efforts to obtain any consents, authorizations, waivers, and approvals as may be required for the attachment of the Security Interests to the shares described in paragraphs 1 and 2 of Schedule A, including, without limitation, the consents required under the Lock-Up Agreement. (c) Immediately on the earlier of: (i) such time as the consents thereto of the underwriters and of the Company under the Lock-Up Agreement have for obtained (including, without limitation, a consent in relation to any shares acquired by the Debtor pursuant to any right held by GBM to put such shares to the Debtor); or (ii) the expiry of the term of the Lock-Up Agreement; the Debtor shall forthwith execute and deliver, or cause to be executed and delivered, one or more Pledges of the shares described in paragraphs 1 and 2 of Schedule A, in the form of Schedule B, or such other form as the Secured Party may reasonably require, completed to accurately described such shares together with all certificates for such shares required to be pledged thereby (which are not then in the possession of the Secured Party) and 5.10(d) hereofsuch blank executed and guaranteed stock powers of attorney as the Secured Party may require, the Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or and any other agreement included in shares of the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing Company held by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any material respect. Upon the written request of a Majority in Interest of Note Holders, the Indenture Trustee shall Debtor from time to time enter into time, including any such supplement or amendment, or execute and deliver shares as are acquired by the Debtor pursuant to any put right held by GBM to put such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), shares to the extent Debtor. For greater clarity, if one or more such agreement is requiredconsents are obtained from the underwriters and the Company in respect of some portion of such shares, 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 consent under, any thereof, shall (i) modify any of the provisions of this Section 9.01paragraph shall separately apply for each such consent. (d) If the Debtor at any time hereafter acquires any shares or securities issued by any person, the Debtor shall forthwith notify the Secured Party in writing and, if requested by the Secured Party, the Debtor shall forthwith execute and delivery, or cause to be executed and delivered, one or more pledges of Section 2.02such shares on securities in the form attached as Schedule B, 2.10or such other form as the Secured Party may reasonably require, 2.13completed to accurately describe such shares or securities, 4.02, 4.04(e), 5.06 or 5.10 hereof, Section 17 together with all certificates for such shares and such blank executed and guaranteed stock powers of attorney as the Secured Party may require. (except to add a Lease e) The Debtor covenants and agrees with the Secured Party that: (i) at the request of the Secured Party upon the occurrence of an Event of Default) , the Debtor will, at its own expense, execute all such transfers and documents as may be reasonably required, with all such powers of sale and other necessary powers as may be expedient for vesting in the name of the LeaseSecured Party, all of the Units, and will use all reasonable efforts to cause the register of members of the LLP to be endorsed to show the Secured Party as the owner of the Units; (ii) the Secured Party shall not be bound under any circumstances to realize upon any of the Units or allow any Units to be sold, and shall not be responsible for any loss occasioned by any sale of any collateral or by the retention of or refusal to sell the same, nor shall the Secured Party be obliged to collect or see to the payment of interest or dividends thereon, but all such interest or dividends, if an when received by the Debtor shall be forthwith paid to the Secured Party. (f) In addition to the rights and remedies of the Secured Party under clause 13, the definitions Debtor agrees with the Secured Party that upon the occurrence of "Indenture an Event of Default", "Indenture Default"which is not waived by the Secured Party, "Indenture Trustee Event"upon giving five days written notice to the Debtor: (i) the Secured Party may forthwith, "Lease Event without any further demand, and without any advertisement or any other formality, all of Default"which are hereby waived, "Lease Default", "Majority sell the Units or any of them on any recognized exchange dealing in Interest of Note Holders", "Make-Whole Amount" such Units or "Note Holder", by public or private sale as fully and effectually as if the percentage of Note Holders required to take or approve any action hereunder, Secured Party were the absolute owner thereof; (ii) reduce the amountSecured Party or any officer thereof, as the attorney irrevocable of the Debtor, may transfer all or change any of the time Units and may fill in all blanks in any transfers of payment stocks, bonds or method debentures or any power of calculation of any amount, of Principal Amount, Make-Whole Amount, if any, attorney or interest with respect other documents delivered 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 be made as among the Note Holders, the Owner Trustee and the Lessee, it; (iii) reduce, modify the Secured Party shall be entitled to vote upon the Units at any meeting whether special or amend any indemnities in favor general at which the holder of the Note HoldersUnits is entitled to vote, (iv) consent and is also hereby authorized to any change in this Indenture give and grant to such person or persons as it may deem best power to vote upon 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 either case releasing the Lessee (or Permitted 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 provided in connection with the exercise of remedies under Article IV hereofUnits.

Without limiting. the provisions generality of Section 9.01(a) hereof and subject to Sections 5.10(b) and 5.10(d) hereofthe foregoing, the Indenture Trustee agrees Seller and the Purchaser hereby agree to provide promptly to Governmental Authorities with the Note Holders that it shall not enter into regulatory jurisdiction over enforcement of any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing applicable antitrust laws all information and documents requested by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement Governmental Authorities or amendmentnecessary, proper or execute advisable to permit consummation of the transactions contemplated hereby, and deliver to file any such waiver, modification 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 consent, as documentary material that may be specified in such request made under the HSR Act. The Purchaser and as may be (in the case of any such amendment, supplement or modification), Seller hereby further agree to the extent such agreement is required, agreed take all necessary steps 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 consent under, any thereof, shall (i) modify obtain any governmental clearances required for consummation of the provisions of this Section 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 hereundertransactions contemplated hereby, (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 respond 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 be made as among the Note Holders, the Owner Trustee and the Lesseegovernment request for information, (iii) reducecontest and resist any action, including any legislative, administrative or judicial action, and have vacated, lifted, reversed or overturned, any Governmental Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated hereby, including by using all legal efforts to vigorously pursue all available avenues of administrative and judicial appeal and all available legislative action, and (iv) 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 hereby in accordance with the terms of this Agreement unlawful or that would prohibit, prevent, delay or otherwise restrain the consummation of the transactions contemplated hereby, contest the same in order to have the relevant Governmental Authorities vacate, modify or amend any indemnities in favor suspend such injunction or order so as to permit the consummation of the Note Holders, (iv) consent transactions contemplated hereby prior to any change in this Indenture or 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 either case releasing the Lessee (or Permitted 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 provided in connection with the exercise of remedies under Article IV hereofTermination Date.

Without limiting. the provisions of Section 9.01(a) hereof and subject to Sections 5.10(b) and 5.10(d) hereof4.2(a), the Indenture Trustee Seller agrees that, during the Pre-Closing Period, it will not, and will cause its Subsidiaries not to, in each case without the prior written consent of the Purchaser: (I) 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 any Person), or discontinue, all or any portion of the Acquired Assets, except for non-exclusive, non-transferable licenses to software granted in the Ordinary Course of Business and except for sales of inventory in the Ordinary Course of Business; (II) terminate, amend, modify or waive any material right under any Acquired Business Contract (other than in the Ordinary Course of Business or renewals of existing Acquired Business Contracts on substantially the same terms); (III) except in an amount, individually or in the aggregate, not to exceed $50,000, commit to make any capital expenditure or acquire any property or assets in connection with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), Acquired Business to the extent such agreement is requiredthe commitment will be an Assumed Liability or the property or asset will be an Acquired Asset (other than inventory in the Ordinary Course of Business); (IV) permit or allow any of the Acquired Assets to be subject to any Encumbrance which will not be removed prior to the Closing Date; (V) incur or assume any indebtedness for borrowed money or other Liability, agreed 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 by an Assumed Liability; (VI) grant any increase in the Owner Trustee and Lessee or, as may be appropriate, the Manufacturer; provided, however, that, without the consent compensation or benefits 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 Transferred Employee (excluding any increase specifically provided for in the terms of, or consent underlegally required by, any thereofbonus, shall (ipension, profit sharing or other plan or commitment) modify or any of increase in the provisions of this Section 9.01compensation or benefits payable, or of Section 2.02to become payable, 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 be 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 any change in this Indenture or 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 either case releasing the Lessee (or Permitted 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 EstateTransferred Employee, except as provided for (A) increases in connection with the exercise Ordinary Course of remedies under Article IV hereof.Business to

Without limiting. Section 5.03(a), FSI and the provisions Company shall each (i) promptly make or cause to be made the filings required of Section 9.01(asuch party under the HSR Act with respect to the Merger; (ii) hereof use its 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 consummation of the Merger, including without limitation defending through litigation on the merits any claim asserted in any court by any party; and subject (iii) take any and all steps which, in such party's judgment, are commercially reasonable to Sections 5.10(bavoid 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 consummation thereof to occur as soon as reasonably possible. Each party hereto shall promptly notify the other parties of any communication to that party from any Governmental Entity and permit the other parties to review in advance any proposed communication to any Govern- mental Entity. FSI and the Company shall not (and shall cause their respective affiliates and representatives not to) and 5.10(d) hereofagree to participate in any meeting with any Governmental Entity in respect of any filings, the Indenture Trustee agrees investigation or other inquiry unless it consults with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included party in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification)advance and, to the extent permitted by such agreement is requiredGovernmental Entity, agreed gives the other party the opportunity to by attend and partici- ▇▇▇▇ thereat. Subject to the Owner Trustee and Lessee orConfidentiality Agreement, 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 consent under, any thereof, shall (i) modify any of parties hereto will coordinate and cooperate fully with the provisions of this Section 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 other parties hereto 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 be made exchanging such information and providing such assistance 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 any change in this Indenture or 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 either case releasing the Lessee (or Permitted 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 such 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 provided parties may rea- sonably request in connection with the exercise foregoing and in seek- ing early termination of remedies any applicable waiting periods under Article IV hereofthe HSR Act or in connection with other Consents. Each of the Company and FSI agrees to respond promptly to and comply fully with any request for additional information or docu- ments under the HSR Act. Subject to the Confidentiality Agreement, the Company will provide FSI, and FSI will provide the Company, with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or any of its representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated hereby.

Without limiting. the provisions generality of Section 9.01(a) hereof 5.1(a), and subject except as otherwise expressly provided in this Agreement, prior to Sections 5.10(b) and 5.10(d) hereofthe earlier of the Closing Date or termination of this Agreement, no Seller Party shall, without the Indenture Trustee agrees with the Note Holders that it prior written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed): (i) enter into into, terminate or fail to renew any amendmentcontract that would constitute a Transferred Contract, waiver or modification other than in the ordinary course of business consistent with past practice; (ii) acquire, dispose of, supplement lease, assign or consent to this Indentureencumber any asset that would constitute a Purchased Asset if owned by any Seller Party at Closing, the Leaseother than acquisitions, the Refunding Agreement dispositions, leases, assignments or the other Indenture Documents, or any other agreement included encumbrances in the Trust Indenture Estateordinary course of the Business; (iii) enter into, unless such supplement, amendment, waiver, modification adopt or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, (except as may be specified in such request and as may be (in required by applicable Law or the case terms of any such amendmentarrangement) modify or terminate any bonus, supplement 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 modificationother 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), to the extent except for any such agreement is required, agreed to by the Owner Trustee and Lessee or, as may actions that will not be appropriate, the Manufactureror become obligations of Parent or Buyers; provided, however, thatthat Fortis will provide notice to, without the consent and consult with, Buyers in advance of each Holder of an affected Equipment Note then outstanding and of each Liquidity Provider, no such amendment of or supplement to taking any action permitted by this Indenture, the Lease, the Refunding Agreement or any other Indenture Document or waiver or modification of the terms of, or consent under, any thereof, shall subsection (iiii); (iv) modify change any of the provisions of this Section 9.01accounting or underwriting principles, practices, methods or of Section 2.02, 2.10, 2.13, 4.02, 4.04(e), 5.06 or 5.10 hereof, Section 17 policies (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 including but not limited to any Equipment Notereserving methods, practices - 67 - 73 or alter or modify the provisions of Article III hereof policies) employed with respect to the order of priorities in which distribution thereunder shall Business, except as may be made as among required by Law, GAAP, Applicable SAP, guidelines issued by the Note HoldersSEC or its accounting staff, or guidelines issued by the Owner Trustee and the Lessee, (iii) reduce, modify or amend any indemnities in favor of the Note Holders, (iv) consent to any change in this Indenture or the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 hereof, NAIC; (v) enter into or terminate any reinsurance Contract relating to the Business, other than renewals of existing reinsurance Contracts in the ordinary course of business consistent with past practice; (vi) modify or revise in any manner materially adverse to the Business any Material Contract, except as required by applicable Law; (vii) take or cause to be taken any action that would 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, however, 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 contractual relationship with any such Person, or (2) in the ordinary course of business consistent with past practice; (x) 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 Insurance Contracts or make material modifications or additions to the terms and conditions of the Insurance Contracts, except as 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 Insurer's General Account Reserves of the Business and (1) any other investment portfolio maintained by such Insurer for its other lines of business, or (2) any investment portfolio maintained by any Affiliate of such Insurer; or (xiv) agree in writing or otherwise to take any of the provisions of actions described above in this 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 either case releasing the Lessee (or Permitted 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 provided in connection with the exercise of remedies under Article IV hereof5.1(b).

Without limiting. Section 7.1(a), Parent and the provisions of Section 9.01(a) hereof and Company shall, subject to Sections 5.10(b) and 5.10(d) hereof, the Indenture Trustee agrees with the Note Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consentSection 7.1(c), as may be specified in such request and as may be applicable: (in i) each use its best efforts to avoid the case of any such amendment, supplement or modification), to the 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 entry of, or consent underto have vacated or terminated, any thereofdecree, shall (i) modify any of the provisions of this Section 9.01order, or of judgment that would restrain, prevent or delay the Closing, on or before the End Date (as defined in Section 2.02, 2.10, 2.13, 4.02, 4.04(e9.1(b)(i)), 5.06 or 5.10 hereof, Section 17 (except to add a Lease Event of Default) of including without limitation defending through litigation on the Lease, the definitions of "Indenture Event of Default", "Indenture Default", "Indenture Trustee Event", "Lease Event of Default", "Lease Default", "Majority merits any claim asserted 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, court by any Person; and (ii) reduce the amounteach use its best efforts to avoid or eliminate each and every impediment under any antitrust, competition or change the time of payment or method of calculation of trade regulation law that may be asserted by 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 governmental authority with respect to the order of priorities Merger (collectively, "ANTITRUST LAWS") so as to enable the Closing to occur as soon as reasonably possible (and in which distribution thereunder shall be made as among any event no later than the Note HoldersEnd Date), including, without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the Owner Trustee sale, divestiture or disposition of such businesses, product lines or assets of Parent, the Company and their respective Subsidiaries and (y) otherwise taking or committing to take actions that after the LesseeClosing Date would limit Parent or its Subsidiaries' freedom of action with respect to, (iii) reduceor its or their ability to retain, modify one or amend any indemnities in favor more of the Note Holdersbusinesses, (iv) consent product lines or assets of Parent, 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 change injunction, temporary restraining order, or other order in this Indenture any suit or the Lease proceeding, which would permit redemption otherwise have the effect of Equipment Notes earlier than permitted under Section 2.10 hereofpreventing or materially delaying the Closing. Parent and, (v) modify if requested by Parent, the 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 Parent or Parent's Subsidiaries' ability to retain, any of the provisions businesses, product lines or assets of Section 4(b) Parent, the Company or any of their respective Subsidiaries, provided that any such action is conditioned upon the consummation of the LeaseMerger. The Company agrees and acknowledges that, or modifynotwithstanding anything to the contrary in this Section 7.1, amend or supplement the Lease, any Assigned Sublease or any Sublease Assignment, or consent to any assignment of any thereof, in either case releasing the Lessee (or Permitted 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 provided in connection with any filing or submission required, action to be taken or commitment to be made by Parent, the exercise Company or any of remedies their respective Subsidiaries to consummate the Merger or other transactions contemplated by this Agreement, neither the Company nor any of the Company's Subsidiaries shall, without Parent's prior written consent, 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 any license of Company Intellectual Property or take any other action or commit to take any action that would limit the Company's, Parent's or any of their respective Subsidiaries' freedom of action with respect to, or their ability to retain any of, their businesses, product lines or assets or Company Intellectual Property; provided that the foregoing shall not relieve any party of its obligations under Article IV hereofthis Agreement.

Without limiting. the provisions generality of Section 9.01(a) hereof and subject to Sections 5.10(b) and 5.10(d) hereofany other provision of this Guaranty, the Indenture Trustee agrees with the Note Holders Guarantor waives all rights and defenses that it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, the Lease, the Refunding Agreement or the other Indenture Documents, or any other agreement included in the Trust Indenture Estate, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Note Holders, or does not adversely affect the Note Holders in any 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 such supplement or amendment, or execute and deliver any such waiver, modification or consent, as she may be specified in such request and as may be (in the case of any such amendment, supplement or modification), to the 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 consent under, any thereof, shall (i) modify any of the provisions of this Section 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 have with respect to the order Guaranteed Obligations. This means, among other things, that: (i) the Collateral Agent and the Secured Creditors may collect from the Guarantor without first foreclosing on any real- or personal-property collateral pledged by the Company; and (ii) if the Collateral Agent or any Secured Creditor forecloses on any real-property collateral pledged by the Company: (A) the amount of priorities in the debt may be reduced only by the price for which distribution thereunder shall be made as among that collateral is sold at the Note Holdersforeclosure sale, even if the collateral is worth more than the sale price; and (B) the Collateral Agent and the Secured Creditors may collect from the Guarantor even if the Collateral Agent or any Secured Creditor, by foreclosing on the real-property collateral, has destroyed any right that the Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses that the Guarantor may have because the Company's debt is secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Without limiting the generality of the foregoing, the Owner Trustee Guarantor hereby expressly waives (a) pursuant to California Civil Code Section 2856(a)(2), all rights and defenses arising out of any election of remedies by the LesseeCollateral Agent or any Secured Creditor, even if any such election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Guarantor's rights or impaired any right or claim of subrogation and/or reimbursement that might otherwise have been available to Guarantor by the operation of Section 5000(d) of the California Code of Civil Procedure or otherwise, (iiib) reduce, modify or amend any indemnities in favor notice of the Note Holdersacceptance of this Guaranty by any Person, (ivc) consent to notice of the Guaranteed Obligations now existing or which may hereafter exist or be created, (d) notice of any adverse change in this Indenture or the Lease which would permit redemption financial condition of Equipment Notes earlier than permitted under Section 2.10 hereofthe Company of any other fact that might increase Guarantor's risk hereunder, (ve) modify notice of demand for payment or performance, or notice of default or nonpayment or nonperformance, under the Debt Documents (or any of them) or otherwise in respect of any of the provisions of Section 4(bGuaranteed Obligations and (f) of all other notices to which Guarantor might otherwise be entitled in connection with this Guaranty, the Lease, or modify, amend or supplement the Lease, any Assigned Sublease Debt Documents (or any Sublease Assignment, of them) or consent to any assignment of any thereof, in either case releasing the Lessee (or Permitted Sublessee) from its obligations otherwise 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 provided in connection with the exercise of remedies under Article IV hereofGuaranteed Obligation.