Common use of Conduct of Business During the Interim Period Clause in Contracts

Conduct of Business During the Interim Period. Except as may be otherwise required by law or regulatory requirement (including the rules of any national securities exchange on which Seller’s affiliates’ securities are listed), or unless Purchaser otherwise consents in writing (which consent shall not be unreasonably withheld), during the Interim Period: a. Seller will manage, administer and operate the Assets to be Sold (including, without limitation, performing collection activities thereon) in the ordinary course of business consistent with past practices (except as otherwise required hereunder) and in accordance with the Existing Merchant Services Agreement; b. Seller will keep and maintain records and books of all revenues relating to the Assets to be Sold and shall pay all expenses relating to the Assets to be Sold, in the same manner as it has in the past and as in effect on the date of this Agreement; c. Seller will duly comply in all material respects with all laws, rules and regulations as the same relate to the Assets to be Sold and Seller’s administration thereof; d. Seller will not transfer, assign, encumber or otherwise dispose of, or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of, any Eligible Accounts or Assets to be Sold, except for assignments of Eligible Accounts for collection in the ordinary course of business consistent with past practices or activities in connection with the securitization of Eligible Accounts pursuant to the Securitization Agreements consistent with past practices; e. Seller will promptly advise Purchaser in writing of any material actions, suits or proceedings which, to Seller’s knowledge, are commenced, threatened or arise against or affecting the Assets to be Sold and will promptly advise Purchaser in writing of any other actual or, to the extent known by Seller, prospective material adverse change in the Assets to be Sold; and f. Notwithstanding the prior provisions of this Section 5.3, commencing on seven (7) days prior to the Transfer Date, Seller shall not accept or process any applications for new Lane Bryant Xxxxxnts. In the event Seller receives any such applications for new Lane Bryant Xxxxxnts following such date, Seller shall, to the extent permitted by applicable law, rule or regulation, promptly deliver the same to Purchaser. During such period, Seller shall not be restricted from issuing Lane Bryant xxxxxt cards with respect to applications that were processed by Seller prior to ceasing to accept or process new applications. g. Seller shall execute and deliver to Purchaser or such other party as appropriate such documents as are necessary to enable Purchaser to acquire the Lane Bryant xxxxxl customer service toll-free number by 10:10 pm EDT on November 1, 2007 and the Lane Bryant Xxxxxl Authorizations toll free number by 10:10 pm EST on November 5, 2007.

Conduct of Business During the Interim Period. Except (a) During the Interim Period, except as may be otherwise set forth on Section 7.01 of the SPAC Disclosure Schedule or as contemplated by this Agreement, any other Transaction Agreement, the Closing Step Plan, the PIPE Investment, as required by law Applicable Law or regulatory requirement (including as consented to by the rules of any national securities exchange on which Seller’s affiliates’ securities are listed), or unless Purchaser otherwise consents Company and the Charterhouse Parties in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied, except, in the case of clauses (i), during (ii), (iv), (vi) and (vii) below, as to which the Interim PeriodCompany’s and the Charterhouse Parties’ consent may be granted or withheld in their sole discretion), the SPAC shall not: a. Seller will manage(i) change, administer and operate modify or amend the Assets Trust Agreement, the Existing SPAC Certificate of Incorporation or the Existing SPAC Bylaws; (ii) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding capital stock of, or other equity interests in, the SPAC; split, combine or reclassify any capital stock of, or other equity interests in, the SPAC; or other than in connection with the SPAC Stockholder Redemptions or as otherwise required by the Existing SPAC Certificate of Incorporation or the Existing SPAC Bylaws in order to be Sold consummate the transactions contemplated hereby, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, the SPAC; (iii) make, change or revoke any material Tax election, adopt or change any material accounting method with respect to Taxes, file any amended material Tax Return, settle or compromise any material Tax liability, surrender any right to claim a material refund of Taxes, consent to any extension or waiver of the limitations period applicable to any material tax claim or assessment (other than any extension pursuant to an extension to file any Tax Return), change its Tax residence or start to trade to a material extent through a permanent establishment other taxable presence, or enter into any material closing agreement with respect to any Tax; (iv) enter into, renew or amend in any material respect any transaction or Contract with a Related Party of the SPAC (including, without limitationfor the avoidance of doubt, performing collection activities thereon(x) the Sponsors or anyone related by blood, marriage or adoption to any director or officer of Sponsor and (y) any Person in which any Sponsor has a direct or indirect legal, contractual or beneficial ownership interest of five percent (5%) or greater), in each case, other than on arms length terms in the ordinary course of business consistent with past practices (except as otherwise required hereunder) and in accordance with the Existing Merchant Services Agreementbusiness; b. Seller will keep and maintain records and books (v) waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened Action) or compromise or settle any liability; (vi) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness; or (vii) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, other equity interests, equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in, the SPAC or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than the issuance of all revenues relating to New SPAC Class A Common Shares at not less than $10 per share on the Assets to be Sold and shall pay all expenses relating to the Assets to be Sold, terms set forth in the same manner as it has in the past and as in effect on the date of this AgreementSubscription Agreements; c. Seller will duly comply (viii) amend, modify or waive any of the terms or rights set forth in all material respects with all laws, rules and regulations as the same relate to the Assets to be Sold and Seller’s administration thereofany Private Placement Warrant; d. Seller will not transfer(ix) merge or consolidate itself with any Person, assignrestructure, encumber reorganize or otherwise dispose ofcompletely or partially liquidate or dissolve, or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the SPAC (other than the Transactions); or (x) enter into any contractagreement, agreement or understanding to transfer, assign, encumber or otherwise dispose of, any Eligible Accounts or Assets to be Sold, except for assignments of Eligible Accounts for collection in the ordinary course of business consistent with past practices or activities in connection with the securitization of Eligible Accounts pursuant to the Securitization Agreements consistent with past practices; e. Seller will promptly advise Purchaser in writing of any material actions, suits or proceedings whichbecome obligated, to Seller’s knowledge, are commenced, threatened or arise against or affecting the Assets to be Sold and will promptly advise Purchaser in writing of do any other actual or, to the extent known by Seller, prospective material adverse change in the Assets to be Sold; and f. Notwithstanding the prior provisions of action prohibited under this Section 5.3, commencing on seven (7) days prior to the Transfer Date, Seller shall not accept or process any applications for new Lane Bryant Xxxxxnts. In the event Seller receives any such applications for new Lane Bryant Xxxxxnts following such date, Seller shall, to the extent permitted by applicable law, rule or regulation, promptly deliver the same to Purchaser. During such period, Seller shall not be restricted from issuing Lane Bryant xxxxxt cards with respect to applications that were processed by Seller prior to ceasing to accept or process new applications7.01. g. Seller (b) During the Interim Period, the SPAC shall execute comply with, and deliver to Purchaser or such other party continue performing under, as appropriate such documents as are necessary to enable Purchaser to acquire applicable, the Lane Bryant xxxxxl customer service toll-free number by 10:10 pm EDT on November 1, 2007 Existing SPAC Certificate of Incorporation and the Lane Bryant Xxxxxl Authorizations toll free number by 10:10 pm EST on November 5Existing SPAC Bylaws, 2007the Trust Agreement, the Transaction Agreements and all other agreements or contracts to which SPAC or its Subsidiaries may be a party.

Conduct of Business During the Interim Period. Except (a) During the Interim Period, the Vendors shall, and shall cause the Corporation to, operate the Business in the Ordinary Course, and without limiting the generality of the foregoing, do the following: (i) maintain all of the Assets in the same condition as may they now exist, ordinary wear and tear excepted; (ii) maintain all of the Corporate Intellectual Property in the same condition as it now exists, and in order that no portion thereof ceases to be current, enforceable or in good standing during the Interim Period; (iii) maintain the Corporation's books, records and accounts in the Ordinary Course; (iv) manage the Inventory of the Business in order to continue carrying on the Business in the Ordinary Course; (v) take all Ordinary Course action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain, to the extent commercially reasonable, in full force and effect all Contracts to which the Corporation is a party, and take all other action reasonably requested by the Purchaser in order that the Business and the Condition of the Corporation will not be impaired during the Interim Period; (vi) take all Ordinary Course actions to keep available the services of its present officers and employees; (vii) ensure that the Corporation performs and complies with all of its contractual obligations under all Contracts and complies with all Authorizations; (viii) ensure that the Corporation does not sell or otherwise dispose of (or pledge as security) any of its Assets, except Inventory in the Ordinary Course; (ix) maintain adequate levels of Working Capital to carry on the Business in the Ordinary Course; (x) ensure that the Corporation does not create, incur or assume any long-term debt (including obligations in respect of leases) or create any Encumbrance upon any of its Assets; (xi) ensure that the Corporation does not create any guarantees or otherwise become liable for the obligations of any other Person or makes any loans or advances to any Person, other than in favour of or on behalf of the Subsidiaries in the Ordinary Course; (xii) with the exception of bonuses to be paid in favour of certain employees of the Corporation and Subsidiaries in contemplation of the Closing, ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by law any of the Benefit Plans and programs described in the Disclosure Letter; (xiii) keep in full force and effect all of the current insurance policies of the Corporation; (xiv) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course; (xv) ensure that the Corporation does not redeem or regulatory requirement repurchase any shares in its share capital; (including xvi) take all actions in the rules Ordinary Course and within its commercially reasonable control to ensure that the representations and warranties of the Vendors in Article III remain true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of the Closing Time; (xvii) subject to Laws, confer with the Purchaser concerning operational matters of a material nature; (xviii) use its commercially reasonable efforts in the Ordinary Course to retain possession and control of the Assets and preserve the confidentiality of any national securities exchange on which Seller’s affiliates’ securities are listed)confidential or proprietary information of the Business or Corporation; and (xix) deliver to the Purchaser, as soon as they become available, true, correct and complete copies of any material reports or unless Purchaser otherwise consents in writing statements required to be filed by the Corporation or its Subsidiaries with any Governmental Authority subsequent to the date hereof. (which consent shall not be unreasonably withheld)b) Without limiting the generality of the foregoing, during the Interim PeriodPeriod the Vendors will not, except with the prior written consent of the Purchaser, not to be unreasonably withheld, allow the Corporation to: a. Seller will manage(i) enter into any agreement with respect to the Business, administer and operate the Assets to be Sold (including, without limitation, performing collection activities thereon) except agreements made in the ordinary course Ordinary Course and which involve financial obligations of business consistent with past practices (except as otherwise required hereunder) and in accordance with the Existing Merchant Services Agreementless than $100,000 per annum; b. Seller will keep and maintain records and books (ii) terminate or waive any right of all revenues substantial value to the Business; (iii) make any payments of whatsoever nature outside of the Ordinary Course to the Vendors or any of their Affiliates; provided that the payment of dividends shall be expressly permitted; (iv) make any capital expenditure or commitment to do so which individually or in the aggregate would exceed $100,000; (v) sell material Assets outside of the Ordinary Course; (vi) cause the Corporation to incur any increase in Third Party Debt or Related Party Obligations prior to Closing Time; (vii) make any material change with respect to any method of management, operation or accounting in respect of the Business; (viii) remove the auditor or any director of the Corporation; (ix) hire or terminate the employment of: (A) any officer of the Corporation; (B) any employee of the Corporation with a base compensation of$100,000 or more; or (C) any group of employees; (x) compromise or settle any litigation, proceeding or investigation by an Governmental Authority relating to the Assets to be Sold and shall pay all expenses relating to Assets, the Assets to be SoldBusiness or Corporation; or (xi) authorize, in the same manner as it has in the past and as in effect on the date of this Agreement; c. Seller will duly comply in all material respects with all lawsagree, rules and regulations as the same relate to the Assets to be Sold and Seller’s administration thereof; d. Seller will not transfer, assign, encumber or otherwise dispose ofcommit, whether or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of, any Eligible Accounts or Assets to be Sold, except for assignments of Eligible Accounts for collection not in the ordinary course of business consistent with past practices or activities in connection with the securitization of Eligible Accounts pursuant to the Securitization Agreements consistent with past practices; e. Seller will promptly advise Purchaser in writing of any material actions, suits or proceedings whichwriting, to Seller’s knowledge, are commenced, threatened or arise against or affecting do any of the Assets to be Sold and will promptly advise Purchaser in writing of any other actual or, to the extent known by Seller, prospective material adverse change in the Assets to be Sold; and f. Notwithstanding the prior provisions of this Section 5.3, commencing on seven (7) days prior to the Transfer Date, Seller shall not accept or process any applications for new Lane Bryant Xxxxxnts. In the event Seller receives any such applications for new Lane Bryant Xxxxxnts following such date, Seller shall, to the extent permitted by applicable law, rule or regulation, promptly deliver the same to Purchaser. During such period, Seller shall not be restricted from issuing Lane Bryant xxxxxt cards with respect to applications that were processed by Seller prior to ceasing to accept or process new applicationsforegoing. g. Seller shall execute and deliver to Purchaser or such other party as appropriate such documents as are necessary to enable Purchaser to acquire the Lane Bryant xxxxxl customer service toll-free number by 10:10 pm EDT on November 1, 2007 and the Lane Bryant Xxxxxl Authorizations toll free number by 10:10 pm EST on November 5, 2007.

Conduct of Business During the Interim Period. Except (a) During the Interim Period, except as may be otherwise expressly contemplated by this Agreement, as required by law or regulatory requirement (including the rules of any national securities exchange on which Seller’s affiliates’ securities are listed)Applicable Law, or unless with the prior written consent of Purchaser otherwise consents in writing (which consent shall not to be unreasonably withheld, conditioned or delayed), during Seller shall cause the Interim PeriodCompany to: a. Seller will manage(i) conduct its business in the ordinary course consistent with past practices or current business initiatives or undertakings and use commercially reasonable efforts to conduct its business in compliance in all material respects with all Applicable Laws; (ii) use commercially reasonable efforts to preserve its business relationships, administer property and operate assets with then present needs and past practices (including all Material Permits and Environmental Permits); (iii) except as permitted by Section 6.02(b)(vii), use commercially reasonable efforts to keep available the Assets services of its employees (subject to be Sold (including, without limitation, performing collection activities thereon) hiring and terminations of any non-executive level employees in the ordinary course of business consistent with past practices (except as otherwise required hereunder) and in accordance with the Existing Merchant Services Agreementpractice); b. Seller will keep (iv) maintain its books and maintain records and books of all revenues relating to the Assets to be Sold and shall pay all expenses relating to the Assets to be Sold, in the same manner as it has in the past and as in effect on the date of this Agreement; c. Seller will duly comply in all material respects with all laws, rules and regulations as the same relate to the Assets to be Sold and Seller’s administration thereof; d. Seller will not transfer, assign, encumber or otherwise dispose of, or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of, any Eligible Accounts or Assets to be Sold, except for assignments of Eligible Accounts for collection in the ordinary course of business consistent with past practices practice; (v) promptly notify Purchaser in writing upon the commencement of any material Action against the Company; (vi) collect accounts receivable and pay, discharge and satisfy all accounts payable and Taxes, in each case in the ordinary course of business consistent with past practice and as such accounts payable and Taxes become due and payable, or activities in connection accordance with their terms unless subject to good faith disputes over whether payment or performance is owing; and (vii) transfer the employment of those individuals set forth on Schedule 6.02(a)(vii) to the Company (each such individual, a "Transferring Individual"), provided that such transfer shall only be effected if the terms of employment have been mutually agreed upon by the Company, Purchaser and such individual. (b) Without limiting the generality of Section 6.02(a), except (A) as expressly contemplated by this Agreement, (B) as required by Applicable Law, (C) with the securitization prior written consent of Eligible Accounts Purchaser (not to be unreasonably withheld, conditioned or delayed, other than with respect to clauses (i), (ii), (iii) or (iv), consent for which may be withheld for any reason) or (D) as set forth in the corresponding subsections of Schedule 6.02(b), during the Interim Period, Seller shall cause the Company to not, directly or indirectly: (i) adopt or propose any change in its Organizational Documents; (ii) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (iii) issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any Equity Securities in the Company, as applicable; (iv) (A) split, combine, subdivide or reclassify its outstanding Equity Securities; or (B) declare, set aside or pay any dividend or other distribution payable in cash, Equity Securities or other property in respect of its Equity Securities; (v) (A) make or commit to make any capital expenditure other than and in excess of the capital expenditures in the aggregate set forth in the Company's CapEx Budget, in each case in amounts set forth in such budget, or (B) refrain from making any capital expenditures scheduled to be made in accordance with the CapEx Budget; (A) except as set forth on Schedule 6.02(b)(vi), increase (or announce any increase in) the compensation or benefits payable by the Company to any Participant or Transferring Individual other than pursuant to any Benefit Plan made available to Purchaser; (B) adopt, establish, enter into, amend, modify or terminate any Benefit Plan or collective bargaining agreement; (C) grant any severance (except for severance granted in the Securitization Agreements ordinary course of business consistent with past practice and pursuant to existing policies or practice made available to Purchaser and which shall be fully paid prior to the Closing) or retention benefits, change of control, termination or similar compensation or benefits to any Participant or Transferring Individual; (D) enter into any trust, annuity or insurance Contract or take any action to fund or otherwise secure the payment of any compensation or benefit for any Participant or Transferring Individual or (E) take any action to accelerate the time of vesting or payment of any compensation or benefit for any Participant or Transferring Individual; (vii) (A) except as set forth on Schedule 6.02(b)(vii) hire or offer to hire any new employee with an annual salary in excess of one hundred thousand dollars ($100,000) or terminate or encourage any employee to resign (other than a termination for cause of an employee as determined by Seller in its reasonable discretion consistent with past practices) or (B) institute any general layoff of employees or implement any early retirement plan or announce the planning of any such action; e. Seller will promptly advise (A) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any equity interest in or a material portion of the assets of, any other business or Person or division thereof or create any Subsidiary, (B) enter into any new line of business outside of its existing business or business initiatives previously disclosed to Purchaser in writing or (C) acquire, lease (as lessee) or license (as licensee) any real property; (ix) sell, lease, encumber (including by the grant of any Lien thereon (other than Permitted Liens)) or otherwise dispose of any material actionstangible or intangible assets or property, suits or proceedings which, except pursuant to Seller’s knowledge, are commenced, threatened or arise against or affecting the Assets existing Contracts made available to be Sold and will promptly advise Purchaser in writing of any other actual or, to the extent known by Seller, prospective material adverse change in the Assets to be Sold; and f. Notwithstanding the prior provisions of this Section 5.3, commencing on seven (7) days prior to the Transfer Datedate hereof; (x) (A) incur, Seller shall not accept assume or process increase any applications for new Lane Bryant Xxxxxnts. In the event Seller receives any such applications for new Lane Bryant Xxxxxnts following such date, Seller shall, Debt Obligations other than (i) Debt Obligations that will be repaid prior to the extent permitted by applicable lawClosing or (ii) the Intercompany Revolving Credit Facility, rule (B) make any loans, advances or regulationcapital contributions to, promptly deliver or investments in, any other Person, (C) cancel, release or assign any Liabilities or Debt Obligations payable to the same Company, or (D) incur, assume or increase any Support Obligation; (xi) enter into any Material Contract (other than a Material Contract entered in the ordinary course of business that is only a Material Contract pursuant to Purchaser. During such periodSection 4.11(a)(i), Seller shall not be restricted from issuing Lane Bryant xxxxxt cards (ii), (viii) or (xii)) or agree to any material modification, amendment or extension of, or terminate any Material Contract or grant any waiver under or give any consent with respect to applications any Material Contract (other than a modification, amendment or extension made in the ordinary course of business that were processed is only a Material Contract pursuant to Section 4.11(a)(i), (i), (viii) or (xii)); (xii) mortgage, pledge or grant any Lien (other than Permitted Liens) on any of its assets; (xiii) change its method of accounting or accounting practice or policy used by it except any change required by reason of a change in GAAP or Applicable Law, or revalue any of its assets other than as required by GAAP; (xiv) change any cash management policies in any material respect or otherwise materially delay payment of accounts payable beyond their due date or the date when such accounts payable would have been paid in the ordinary course of business consistent with past practice; (xv) change its practices and procedures in any material respect to materially accelerate the collection of any accounts receivable; (xvi) take action to cause any current Insurance Policies to be canceled or terminated or any of the coverages thereunder to lapse, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage cancelled, terminated or lapsed are in full force and effect at the Closing; (xvii) (A) institute any Action, including in respect of any former or current employee, customer, supplier, licensor, licensee or contractor, or (B) settle or agree to settle any Action, including in respect of any former or current employee, customer, supplier, licensor, licensee or contractor, other than settlements that only involve the payment of monetary relief of less than twenty-five thousand dollars ($25,000) individually or one hundred thousand dollars ($100,000) in the aggregate; (xviii) settle or compromise any material liability for Taxes, amend any material Tax Return, file any material Tax Return in a manner inconsistent with past practice or adopt or change in any material respect any method of accounting for Tax purposes, file or change any Tax election, make any voluntary Tax disclosure, or enter into any closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax law) with respect to any material Tax, in each case, that could adversely affect Purchaser or the Company with respect to taxable periods (or portions thereof) beginning on or after the Closing Date, except as required by Applicable Law; (xix) except as set forth on Schedule 6.02(b)(xix), take or cause to be taken any action that would decrease amounts owed to Seller under the Intercompany Revolving Credit Facility or the amount of trade payables owed by the Company to Contran or any other Non-Company Affiliate as compared to such amounts owed as of the date of this Agreement; (xx) take any action that would reasonably be expected to prevent, delay or impede the consummation of the transactions contemplated hereby in violation of Section 6.02; or (xxi) enter into any Contract to do any of the foregoing. (c) Nothing contained in this Agreement shall be deemed to give Purchaser, directly or indirectly, the right to control or direct the Company's operations prior to ceasing to accept or process new applicationsClosing. During the Interim Period, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations. g. Seller shall execute and deliver to Purchaser or such other party as appropriate such documents as are necessary to enable Purchaser to acquire the Lane Bryant xxxxxl customer service toll-free number by 10:10 pm EDT on November 1, 2007 and the Lane Bryant Xxxxxl Authorizations toll free number by 10:10 pm EST on November 5, 2007.

Conduct of Business During the Interim Period. Except (a) During the period from the date of this Agreement to the Closing (the "Interim Period"), the Seller (i) shall operate and maintain the Acquired Assets in the ordinary course consistent with Good Utility Practices and Seller's past practices unless otherwise contemplated by this Agreement or with the prior written consent of the Buyer. Without limiting the generality of the foregoing, and, except as may be otherwise contemplated in this Agreement or as required by under applicable law or regulatory requirement (including by any Governmental Authority, during the rules Interim Period, without the prior written consent of any national securities exchange on which Seller’s affiliates’ securities are listed), or unless Purchaser otherwise consents in writing the Buyer (which consent shall not be unreasonably withheld), during the Interim PeriodSeller will not with respect to the Acquired Assets: a. (i) make any material change in the levels of fuel inventory (other than Nuclear Fuel) customarily maintained by the Seller with respect to the Acquired Assets except for changes consistent with Good Utility Practices; (ii) except for Permitted Encumbrances, sell, lease (as lessor), pledge, encumber, restrict, transfer or otherwise dispose of, or grant any right with respect to, any of the Acquired Assets, other than assets acquired, leased, used, consumed or replaced in the ordinary course of business consistent with Good Utility Practices; (iii) modify, amend or voluntarily terminate prior to the expiration date thereof any Seller's Agreement, Real Property Agreement, Permit, Environmental Permit or NRC License or waive any default by, or release, settle or compromise any claim against any other party thereto, other than (A) in the ordinary course of business, to the extent consistent with Good Utility Practices, (B) with cause, to the extent consistent with Good Utility Practices, (C) as may be required in connection with the Seller's obligations to the Buyer under this Agreement, or (D) as may be reflected in Seller's Operating or Capital Budgets for 2001 and Tentative Operating and Capital Budget for 2002 (as set forth in Schedule 6.1(a)(vi); (iv) enter into any commitment for the purchase or sale of Nuclear Fuel having a term that extends beyond the Refueling Outage or such other date that the Parties mutually agree; (v) other than the Amendatory Agreements, enter into any power sales agreement having a term that extends beyond the Closing; (vi) enter into any commitment, lease or contract for goods or services (including through a modification or amendment of an existing agreement or otherwise) not reflected in Seller's Operating or Capital Budgets for 2001 and Tentative Operating and Capital Budgets for 2002 (as set forth in Schedule 6.1(a)(vi)) or addressed in clauses (i) through (v) above that will managebe delivered or provided after February 28, administer and operate 2002 or such other date that the Assets Parties mutually agree to be Sold the date on which the Closing is expected to occur that exceeds two hundred and fifty thousand dollars (including$250,000) in the aggregate unless such commitment or contract is terminable by the Seller (or by the Buyer after the Closing) without further liability or has been agreed to by the Buyer in writing; (vii) enter into, without limitationamend, performing collection activities thereonmake any material waivers under or otherwise materially modify any agreement or settlement with any Governmental Authority or make any new or modify any current election relating to or regarding the tax status of the Acquired Assets for any taxable period ending after December 31, 2000 or change any current election with respect to Taxes affecting the Acquired Assets, in each case other than in the ordinary course of business; (viii) change, in any material respect, its accounting methods or practices; (ix) establish, adopt, enter into or amend the Benefits Plans or other employment plans, arrangements or practices, or grant to any Transferred Employee any material increase in compensation, nor shall the Seller hire any new employees or transfer any existing employees other than to fill vacancies in existing positions, in all cases except (A) to the extent required by the terms of the IBEW Collective Bargaining Agreement or applicable law, (B) in the ordinary course of business consistent with past practices practice, (except C) as otherwise required hereunderset forth in Schedule 6.1(a)(ix), or (D) and in accordance with if the Existing Merchant Services Agreement; b. Seller will keep and maintain records and books of all revenues relating to the Assets to be Sold and shall pay all expenses relating to the Assets to be Sold, in the same manner as it has in the past and as Old IBEW Contract is in effect on the date of this AgreementEffective Date, the Seller may enter into a new contract to replace the Old IBEW Contract; c. (x) amend or modify the Seller's Decommissioning Trust Agreement or the Vermont Yankee Spent Fuel Disposal Trust (other than an amendment to reflect the transactions contemplated hereby); (xi) make any material change in the levels of Inventory customarily maintained by the Seller will duly comply in all material respects with all laws, rules and regulations as the same relate respect to the Assets to be Sold and Seller’s administration thereof;Acquired Assets, other than consistent with Good Utility Practices; or d. Seller will not transfer(xii) settle or compromise any Environmental Claim, assign, encumber or otherwise dispose of, or enter into including with any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of, any Eligible Accounts or Assets to be SoldGovernmental Authority, except for assignments of Eligible Accounts for collection in the ordinary course of business consistent with past practices or activities in connection with the securitization of Eligible Accounts pursuant to the Securitization Agreements consistent with past practices; e. Seller will promptly advise Purchaser in writing of any material actions, suits or proceedings which, to Seller’s knowledge, are commenced, threatened or arise against or affecting the Assets to be Sold and will promptly advise Purchaser in writing of any other actual or, to the extent known by Sellersuch settlement or compromise does not impose any post-Closing Liabilities on the Buyer or require any post-Closing Remediation. (b) During the Interim Period, prospective material adverse change in the interest of facilitating an orderly transition of the management of the Acquired Assets at the Closing and permitting informed action by the Buyer regarding its rights pursuant to Section 6.1(a), the Parties agree that a committee comprised of one or more senior representatives designated by the Seller and one or more senior representatives designated by the Buyer (the "Transition Committee") will be established as soon as practicable after the execution of this Agreement to permit the Buyer to observe the operation of the Acquired Assets and to facilitate the transfer of the Acquired Assets to the Buyer at the Closing. The Transition Committee will be Sold; and f. Notwithstanding kept fully apprised by the prior provisions Seller of this Section 5.3, commencing on seven (7) days prior all material VYNPS management and operating developments. The Transition Committee shall have regular access to the Transfer Date, management of the Seller shall not accept or process (including to any applications for new Lane Bryant Xxxxxnts. In written management reports on the event Seller receives any such applications for new Lane Bryant Xxxxxnts following such date, Seller shall, operations of VYNPS given to the extent permitted by applicable law, rule Board of Directors). The Transition Committee shall be accountable directly to the respective chief executive officers of the Buyer and the Seller and shall from time to time report its findings to the senior management of each of the Seller and the Buyer. The Transition Committee shall have no authority to enter into a legally binding agreement to bind the Buyer or regulation, promptly deliver the same Seller. The Buyer in its sole discretion may send personnel to Purchaser. During such period, Seller shall not be restricted from issuing Lane Bryant xxxxxt cards the Site at the Buyer's expense to continue the Buyer's transition efforts with respect to applications the Acquired Assets. The Seller shall provide the Buyer, at no cost to the Buyer, interim furnished office space, utilities and HVAC at the Facility reasonably necessary to allow the Buyer and its Representatives to conduct their transition efforts during the Interim Period; provided that were processed all other costs and expenses of the Buyer's transition activities shall be borne by the Buyer, including without limitation the cost of workers' compensation and employers' liability coverage and reimbursement of the Seller prior for any such costs initially charged to ceasing to accept or process new applicationsthe Seller. g. (c) During the Interim Period, the Seller shall execute retain full authority to conduct all operations at the VYNPS and deliver to Purchaser or such other party as appropriate such documents as are make all decisions and take all actions necessary to enable Purchaser to acquire the Lane Bryant xxxxxl customer service toll-free number by 10:10 pm EDT on November 1, 2007 comply with NRC requirements and the Lane Bryant Xxxxxl Authorizations toll free number conditions of the NRC Licenses. Nothing contained in this Agreement shall be construed to diminish or impair such authority of the Seller. (d) During the Interim Period the Buyer and the Seller will cooperate to work on any mutually agreeable uprate of the Facility, and the Purchase Price shall be increased to reflect the cost of any such uprate work paid for by 10:10 pm EST on November 5, 2007the Seller.

Conduct of Business During the Interim Period. Except (a) During the Interim Period, except as may be otherwise expressly contemplated by this Agreement, as required by law or regulatory requirement (including the rules of any national securities exchange on which Seller’s affiliates’ securities are listed)Applicable Law, or unless with the prior written consent of Purchaser otherwise consents in writing (which consent shall not to be unreasonably withheld, conditioned or delayed), during Seller shall cause the Interim PeriodCompany to: a. Seller will manage(i) conduct its business in the ordinary course consistent with past practices or current business initiatives or undertakings and use commercially reasonable efforts to conduct its business in compliance in all material respects with all Applicable Laws; (ii) use commercially reasonable efforts to preserve its business relationships, administer property and operate assets (including all Material Permits and Material Environmental Permits); (iii) use commercially reasonable efforts to keep available the Assets services of its employees (subject to be Sold (including, without limitation, performing collection activities thereon) hiring and terminations in the ordinary course of business consistent with past practices (except as otherwise required hereunder) and in accordance with the Existing Merchant Services Agreementpractice); b. Seller will keep (iv) maintain its books and maintain records and books of all revenues relating to the Assets to be Sold and shall pay all expenses relating to the Assets to be Sold, in the same manner as it has in the past and as in effect on the date of this Agreement; c. Seller will duly comply in all material respects with all laws, rules and regulations as the same relate to the Assets to be Sold and Seller’s administration thereof; d. Seller will not transfer, assign, encumber or otherwise dispose of, or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of, any Eligible Accounts or Assets to be Sold, except for assignments of Eligible Accounts for collection in the ordinary course of business consistent with past practice; (v) promptly notify Purchaser in writing upon the commencement or threat in writing of any Action against the Company; and (vi) pay, discharge and satisfy all accounts payable and Taxes, in each case in the ordinary course of business consistent with past practice and as such accounts payable and Taxes become due and payable, or in accordance with their terms unless subject to good faith disputes over whether payment or performance is owing. (b) Without limiting the generality of Section 6.02(a), except (A) as expressly contemplated by this Agreement, (B) as required by Applicable Law, (C) with the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed, other than with respect to clauses (i), (ii), (iii) or (iv), consent for which may be withheld for any reason) or (D) as set forth in the corresponding subsections of Schedule 6.02(b), during the Interim Period, Seller shall cause the Company not to: (i) adopt or propose any change in its Organizational Documents; (ii) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (iii) issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any Equity Securities in the Company, as applicable; (iv) (A) split, combine, subdivide or reclassify its outstanding Equity Securities; or (B) declare, set aside or pay any dividend or other distribution payable in cash, Equity Securities or other property in respect of its Equity Securities; (v) make or commit to make any capital expenditure other than expenditures less than $1,000,000 in the aggregate; (vi) other than annual increases in base salary and annual bonus payments not to exceed $750,000 in the aggregate, (A) increase the compensation or benefits payable by the Company to any Participant other than (I) pursuant to any Benefit Plan or Benefit Agreement, or (II) if reasonably intended to comply with Applicable Law, including Section 409A of the Code; (B) adopt, establish, enter into, amend, modify or terminate any Benefit Plan or collective bargaining agreement; (C) grant any severance (except in the ordinary course consistent with past practice), change of control, retention, termination or similar compensation or benefits to any Participant; (D) enter into any trust, annuity or insurance Contract or take any action to fund or otherwise secure the payment of any compensation or benefit for any Participant or (E) take any action to accelerate the time of vesting or payment of any compensation or benefit for any Participant; (vii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any equity interest in or a material portion of the assets of, any other business or Person or division thereof (other than any purchase of assets in the ordinary course of business) or create any subsidiary; (viii) sell, lease, encumber (including by the grant of any Lien thereon (other than Permitted Liens)) or otherwise dispose of any material tangible or intangible assets or property, except pursuant to existing Contracts made available to Purchaser prior to the date hereof or in the ordinary course of business consistent with past practice; (ix) (A) incur or assume any Debt Obligations having a value in excess of $500,000, other than under the Intercompany Revolving Credit Facility, (B) other than in the ordinary course of business consistent with past practice, make any loans, advances or capital contributions to, or investments in, any other Person; or (C) other than in the ordinary course of business consistent with past practice, cancel, release or assign any Liabilities or Debt Obligations payable to the Company having a value in excess of $500,000; (x) mortgage, pledge or grant any Lien (other than Permitted Liens) on any of its assets; (xi) change in any material respects any method of accounting or accounting practice or policy used by it except any change required by reason of a change in GAAP or Applicable Law; (xii) change any cash management policies in any material respect or otherwise materially delay payment of accounts payable beyond their due date or the date when such accounts payable would have been paid in the ordinary course of business consistent with past practice; (xiii) change its practices and procedures in any material respect to materially accelerate the collection of any accounts receivable; (xiv) take action to cause any current Insurance Policies to be canceled or activities terminated or any of the coverages thereunder to lapse, unless simultaneously with such cancellation, termination or lapse, replacement policies providing coverage equal to or greater than the coverage cancelled, terminated or lapsed are in full force and effect until the Closing; (xv) (A) institute any Action, including in respect of any former or current employee, customer, supplier, licensor, licensee or contractor, except in the ordinary course of business consistent with past practice; or (B) settle or agree to settle any Action, including in respect of any former or current employee, customer, supplier, licensor, licensee or contractor, other than settlements that only involve the payment of monetary relief of less than $500,000 prior to the Closing and no ongoing material monetary or other material obligations of the Company; (xvi) settle or compromise any material liability for Taxes, amend any material Tax Return, file any material Tax Return in a manner inconsistent with past practice or adopt or change in any material respect any method of accounting for Tax purposes, file or change any Tax election, make any voluntary Tax disclosure, or enter into any closing agreement with respect to any material Tax, in each case, that could adversely affect Purchaser or the Company with respect to taxable periods (or portions thereof) beginning on or after the Closing Date, except as required by Applicable Law; (xvii) pay to any Affiliate any amount other than payments made in the ordinary course of business consistent with past practice in connection with the securitization affiliate transactions described on Schedule 4.20, subject to clause (xix) below, or any reimbursement of Eligible Accounts pursuant third-party expenses of the Company paid on behalf of the Company (other than Transaction Expenses); (xviii) take any action that would reasonably be expected to prevent, delay or impede the Securitization Agreements consummation of the transactions contemplated hereby in violation of Section 6.02; (xix) repay amounts owed under the Intercompany Revolving Credit Facility if it would cause the amount owed under the Intercompany Revolving Credit Facility to be less than $15.8 million; or (xx) enter into any Contract to do any of the foregoing. (c) Nothing contained in this Agreement shall be deemed to give Purchaser, directly or indirectly, the right to control or direct the Company's operations prior to Closing. During the Interim Period, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations. (d) During the Interim Period, except as expressly contemplated by this Agreement, as required by Applicable Law, or with the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), Purchaser shall, and shall cause EnergySolutions and its subsidiaries to: (i) conduct its business in the ordinary course consistent with past practices;practices or current business initiatives or undertakings and use commercially reasonable efforts to conduct its business in compliance in all material respects with all Applicable Laws; and e. (ii) promptly notify Seller will promptly advise Purchaser in writing upon the commencement or threat in writing of any Action against Purchaser or EnergySolutions or any of its subsidiaries, in each case, that (A) relates to this Agreement or the transactions contemplated hereby or (B) is otherwise material actionsto Purchaser or EnergySolutions. (e) Without limiting the generality of 6.02(d), suits or proceedings whichexcept (A) as expressly contemplated by this Agreement, to Seller’s knowledge(B) as required by Applicable Law, are commenced, threatened or arise against or affecting (C) with the Assets prior written consent of Seller (not to be Sold and will promptly advise Purchaser in writing of any unreasonably withheld, conditioned or delayed, other actual or, to the extent known by Seller, prospective material adverse change in the Assets to be Sold; and f. Notwithstanding the prior provisions of this Section 5.3, commencing on seven (7) days prior to the Transfer Date, Seller shall not accept or process any applications for new Lane Bryant Xxxxxnts. In the event Seller receives any such applications for new Lane Bryant Xxxxxnts following such date, Seller shall, to the extent permitted by applicable law, rule or regulation, promptly deliver the same to Purchaser. During such period, Seller shall not be restricted from issuing Lane Bryant xxxxxt cards than with respect to applications that were processed clauses (i) or (ii), consent for which may be withheld for any reason) or (D) as set forth in the corresponding subsections of Schedule 6.02(e), during the Interim Period, Purchaser shall not, and shall cause EnergySolutions and its subsidiaries not to: (i) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; (ii) issue, sell, transfer, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any Equity Securities in EnergySolutions or its subsidiaries; or (iii) change in any material respect any method of accounting or accounting policy used by Seller prior to ceasing to accept it except any change required by reason of a change in GAAP or process new applicationsApplicable Law. g. Seller shall execute and deliver to Purchaser or such other party as appropriate such documents as are necessary to enable Purchaser to acquire the Lane Bryant xxxxxl customer service toll-free number by 10:10 pm EDT on November 1, 2007 and the Lane Bryant Xxxxxl Authorizations toll free number by 10:10 pm EST on November 5, 2007.

Conduct of Business During the Interim Period. Except During the Interim Period, the Vendors shall cause the Corporation to operate the Business in the Ordinary Course and, without limiting the generality of the foregoing, do the following: (i) maintain all of the assets in the same condition as may be otherwise required they now exist, ordinary wear and tear excepted; (ii) maintain all of the Intellectual Property so that it is current, enforceable and in good standing; (iii) maintain the Corporation's books, records and accounts in the Ordinary Course; (iv) maintain the Inventory of the Business in order to continue carrying on the Business in the Ordinary Course; (v) take all action to preserve the Business and the goodwill of the Corporation and its relationships with customers, suppliers, landlords, creditors and others having business dealings with it, to maintain in full force and effect all Contracts to which the Corporation is a party, and take all other action reasonably requested by law or regulatory requirement (including the rules Purchaser in order that the Business and the condition of any national securities exchange on which Seller’s affiliates’ securities are listed), or unless Purchaser otherwise consents in writing (which consent shall the Corporation will not be unreasonably withheld), impaired during the Interim Period: a. Seller will manage, administer and operate the Assets to be Sold (including, without limitation, performing collection activities thereon) in the ordinary course of business consistent with past practices (except as otherwise required hereunder) and in accordance with the Existing Merchant Services Agreement; b. Seller will (vi) keep available the services of its present officers and maintain records and books of all revenues relating to the Assets to be Sold and shall pay all expenses relating to the Assets to be Sold, in the same manner as it has in the past and as in effect on the date of this Agreementemployees; c. Seller will duly comply in all material respects (vii) ensure that the Corporation performs and complies with all laws, rules of its obligations under all contracts and regulations as the same relate to the Assets to be Sold and Seller’s administration thereofcomplies with all Licenses; d. Seller will (viii) ensure that the Corporation does not transfer, assign, encumber sell or otherwise dispose ofof (or pledge as security) any of its assets, except Inventory in the Ordinary Course; (ix) maintain adequate levels of working capital to carry on the Business in the Ordinary Course; (x) ensure that the Corporation does not create any Encumbrance upon any of its assets, other than in the Ordinary Course (so long as that value does not exceed $5,000) or enter into create any contract, agreement or understanding to transfer, assign, encumber guarantees or otherwise dispose of, any Eligible Accounts or Assets to be Sold, except become liable for assignments of Eligible Accounts for collection in the ordinary course of business consistent with past practices or activities in connection with the securitization of Eligible Accounts pursuant to the Securitization Agreements consistent with past practices; e. Seller will promptly advise Purchaser in writing of any material actions, suits or proceedings which, to Seller’s knowledge, are commenced, threatened or arise against or affecting the Assets to be Sold and will promptly advise Purchaser in writing obligations of any other actual orPerson or make any loans or advances to any Person; (xi) ensure that the Corporation does not increase or promise to increase, in any manner, the compensation or employee benefits of any of its directors, officers or employees, or pay or agree to pay to any of its directors, officers or employees any pension, severance or termination amount or other employee benefit not required by any of the Benefit Plans (xii) keep in full force and effect all of the current insurance policies of the Corporation; (xiii) collect and manage Accounts Receivable and pay and manage accounts payable in the Ordinary Course, including not writing off as uncollectible any Accounts Receivable that individually or in the aggregate is significant to the extent known by SellerCorporation or is in excess of $5,000; (xiv) ensure that the Corporation does not declare or pay any dividends, prospective redeem or repurchase any membership interests or make any other distributions in respect of its membership interests; (xv) subject to Laws, confer with the Purchaser concerning operational matters of a material adverse change in nature; (xvi) keep the Assets to be Soldconfidentiality of any non-public, confidential or proprietary information of the Business or Corporation; and f. Notwithstanding (xvii) Ensure that the prior provisions of this Section 5.3, commencing on seven (7) days prior Corporation continues to the Transfer Date, Seller shall not accept or process any applications maintain its status for new Lane Bryant Xxxxxnts. In the event Seller receives any such applications for new Lane Bryant Xxxxxnts following such date, Seller shall, to the extent permitted by applicable law, rule or regulation, promptly deliver the same to Purchaser. During such period, Seller shall not be restricted from issuing Lane Bryant xxxxxt cards with respect to applications that were processed by Seller prior to ceasing to accept or process new applicationsTax purposes as a sole proprietorship. g. Seller shall execute and deliver to Purchaser or such other party as appropriate such documents as are necessary to enable Purchaser to acquire the Lane Bryant xxxxxl customer service toll-free number by 10:10 pm EDT on November 1, 2007 and the Lane Bryant Xxxxxl Authorizations toll free number by 10:10 pm EST on November 5, 2007.

Conduct of Business During the Interim Period. Except as may be otherwise required by law or regulatory requirement (including a) During the rules Interim Period, Seller shall operate the Business in the Ordinary Course and use best efforts to maintain and preserve intact the Business and the Purchased Assets, and the preserve the rights, goodwill and relationships of any national securities exchange on which Seller’s affiliates’ securities are listed)its employees, or unless Purchaser otherwise consents in writing (which consent customers, clients, suppliers, landlords, creditors, regulators and others having relationships with the Business. Without limiting the generality of the foregoing, Seller shall not be unreasonably withheld), do the following during the Interim Period: a. Seller will manage, administer and operate (i) maintain all of the Purchased Assets to be Sold (including, without limitation, performing collection activities thereon) in the same condition as they now exist, ordinary course wear and tear excepted; (ii) maintain adequate levels of business Inventory consistent with past practices practice; (iii) maintain the Books and Records in the Ordinary Course; (iv) collect and manage the Accounts Receivable, and pay the Accounts Payable, Taxes, debts and other Liabilities of the Business when due in the Ordinary Course; (v) maintain in full force and effect all Assumed Contracts, and perform and comply with all of its obligations under all Assumed Contracts and Authorizations; (vi) keep in full force and effect all of the current insurance policies of Seller; (vii) take all actions within its reasonable control to ensure that the representations and warranties of Seller in Article 4 remain true and correct as at the Closing; (viii) consult with Buyers concerning operational matters of a significant nature, subject to Laws; (ix) keep the confidentiality of any non-public, confidential or proprietary information of the Business; and (x) take all other action reasonably requested by Xxxxxx in order that the Business will not be impaired during the Interim Period. (b) Without limiting the generality of the foregoing, during the Interim Period Seller will not do the following: (i) sell or otherwise dispose of (or pledge as security) any of the Purchased Assets, except as otherwise Inventory in the Ordinary Course; (ii) enter into any agreement with respect to the Business, except agreements made in the Ordinary Course and which involve financial obligations of less than $10,000; (iii) make any material amendment or modification to an Assumed Contract, or terminate or waive any right of substantial value to the Business; (iv) create any Encumbrance upon any of the Purchased Assets; (v) increase or promise to increase, in any manner, the compensation or employee benefits of any of the Identified Employees, or pay or agree to pay to any of the Identified Employees any pension, severance or termination amount or other employee benefit not required hereunder) by any of the Benefit Plans and programs described in the Disclosure Letter, with the exception that Seller shall be entitled to pay to any such Identified Employee whose employment is terminated in accordance with the Existing Merchant Services Agreement; b. Seller will keep and maintain records and books of all revenues relating Article 3 hereof, any amounts owing to the Assets such Identified Employee to be Sold and shall pay all expenses relating to the Assets to be Sold, in the same manner as it has in the past and as in effect on the date of this Agreement; c. Seller will duly comply in all material respects with all laws, rules and regulations as the same relate to the Assets to be Sold and satisfy Seller’s administration thereof;obligations to such person in respect of payments in lieu of notice/severance payments; or d. Seller will not transfer(vi) authorize, assignagree, encumber or otherwise dispose ofcommit, whether or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of, any Eligible Accounts or Assets to be Sold, except for assignments of Eligible Accounts for collection not in the ordinary course of business consistent with past practices or activities in connection with the securitization of Eligible Accounts pursuant to the Securitization Agreements consistent with past practices; e. Seller will promptly advise Purchaser in writing of any material actions, suits or proceedings whichwriting, to Seller’s knowledge, are commenced, threatened or arise against or affecting do any of the Assets to be Sold and will promptly advise Purchaser in writing of any other actual or, to the extent known by Seller, prospective material adverse change in the Assets to be Sold; and f. Notwithstanding the prior provisions of this Section 5.3, commencing on seven (7) days prior to the Transfer Date, Seller shall not accept or process any applications for new Lane Bryant Xxxxxnts. In the event Seller receives any such applications for new Lane Bryant Xxxxxnts following such date, Seller shall, to the extent permitted by applicable law, rule or regulation, promptly deliver the same to Purchaser. During such period, Seller shall not be restricted from issuing Lane Bryant xxxxxt cards with respect to applications that were processed by Seller prior to ceasing to accept or process new applicationsforegoing. g. Seller shall execute and deliver to Purchaser or such other party as appropriate such documents as are necessary to enable Purchaser to acquire the Lane Bryant xxxxxl customer service toll-free number by 10:10 pm EDT on November 1, 2007 and the Lane Bryant Xxxxxl Authorizations toll free number by 10:10 pm EST on November 5, 2007.