Common use of Cooperation as to Certain Indebtedness Clause in Contracts

Cooperation as to Certain Indebtedness. AbbVie or one or more of its Subsidiaries may (i) commence any of the following: (A) one or more offers to purchase any or all of the outstanding debt issued under the Indentures for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Indentures for securities issued by AbbVie or any of its Affiliates (the “Offers to Exchange”); and (ii) solicit the consent of the holders of debt issued under the Indentures regarding certain proposed amendments to the applicable Indenture (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Allergan Note Offers and Consent Solicitations”); provided that the closing of any such transaction shall not be consummated until the Completion and any such transaction shall be funded using consideration provided by AbbVie. Any Allergan Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by AbbVie and which are permitted by the terms of the applicable Indenture and applicable Laws, including SEC rules and regulations. AbbVie shall consult with Allergan regarding the material terms and conditions of any Allergan Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Note Offers and Consent Solicitations and any tender deadlines. AbbVie shall have provided Allergan with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by AbbVie in the applicable Allergan Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Allergan Note Offers and Consent Solicitations to allow Allergan and its counsel to review and comment on such Debt Offer Documents, and AbbVie shall give reasonable and good faith consideration to any comments made or input provided by Allergan and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan shall execute a supplemental indenture to the applicable Indenture in accordance with the terms thereof amending the terms and provisions of such Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie (each, an “Allergan Supplemental Indenture”); provided that the amendments effected by such supplemental indenture shall not become operative until the Completion. Subject to the second paragraph of Section 7.9(a) above, until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts, to provide all reasonable and customary cooperation as may be reasonably requested by AbbVie in writing to assist AbbVie in connection with any Allergan Note Offers and Consent Solicitations (including upon AbbVie’s written request, using reasonable best efforts to cause Allergan’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Allergan Note Offers and Consent Solicitations). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Note Offers and Consent Solicitations will be selected and retained by AbbVie, and their fees and out-of-pocket expenses will be paid directly by AbbVie. If, at any time prior to the completion of the Allergan Note Offers and Consent Solicitations, Allergan or any of its Subsidiaries, on the one hand, or AbbVie or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Party, and an appropriate amendment or supplement prepared by AbbVie describing such information shall be disseminated to the holders of the applicable notes, debentures or other debt securities of Allergan or its Subsidiaries outstanding under the applicable Indenture. The consummation of any or all of the Allergan Note Offers and Consent Solicitations shall not be a condition to Completion.

Cooperation as to Certain Indebtedness. AbbVie Parent or one or more of its Subsidiaries may (ia) commence any of the following: (Ai) one or more offers to purchase any or all of the outstanding debt issued under the Indentures for cash (the “Offers to Purchase”); or (Bii) one or more offers to exchange any or all of the outstanding debt issued under the Indentures for securities issued by AbbVie Parent (or any of its Affiliates Affiliates) (the “Offers to Exchange”); and (iib) solicit the consent of the holders of debt issued under the Indentures regarding certain proposed amendments to the applicable Indenture (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Allergan Company Note Offers and Consent Solicitations”); provided that the closing of any such transaction shall not be consummated until the Completion Closing and any such transaction shall be funded using consideration provided by AbbVieParent. Any Allergan Company Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by AbbVie Parent and which are permitted by the terms of the applicable Indenture and applicable Laws, including SEC rules and regulations. AbbVie Parent shall consult with Allergan the Company regarding the material terms and conditions of any Allergan Company Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Company Note Offers and Consent Solicitations and any tender deadlines. AbbVie Parent shall have provided Allergan the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by AbbVie the Parent in the applicable Allergan Company Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Allergan Company Note Offers and Consent Solicitations to allow Allergan the Company and its counsel to review and comment on such Debt Offer Documents, and AbbVie Parent shall give reasonable and good faith consideration to any comments made or input provided by Allergan the Company and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan the Company shall execute a supplemental indenture to the applicable Indenture in accordance with the terms thereof amending the terms and provisions of such Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie Parent (each, an a “Allergan Company Supplemental Indenture”); provided that the amendments effected by such supplemental indenture shall not become operative effective until the CompletionClosing. Subject to the second paragraph of Section 7.9(a) above, until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan shall use its reasonable best effortsThe Company shall, and shall cause each of its Subsidiaries to use its reasonable best effortsto, and shall use its commercially reasonable best efforts to cause its and their respective Representatives to use their reasonable best effortsto, to provide all reasonable and customary cooperation as may be reasonably requested by AbbVie Parent in writing to assist AbbVie Parent in connection with any Allergan Company Note Offers and Consent Solicitations (including including, but not limited to, upon AbbVieParent’s written request, using commercially reasonable best efforts to cause Allerganthe Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Allergan Company Note Offers and Consent Solicitations) (provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company and its Subsidiaries); provided that neither the Company nor counsel for the Company shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with any Company Note Offers and Consent Solicitations (other than, in connection with the execution of any Company Supplemental Indenture relating to the Consent Solicitations, with respect to which the Company shall (x) deliver customary officer’s certificates (a “Company Indenture Officers’ Certificate”) and (y) use commercially reasonable efforts to cause counsel for the Company to deliver customary legal opinions to the trustee under the applicable Indenture in the form required by Section 10.3 of the applicable Indenture (a “Company Opinion of Counsel”), if the trustee under the applicable Indenture that the Company Supplemental Indenture amended requires an opinion of counsel to the Company thereunder, to the extent such certificates and opinions would not conflict with applicable Laws and would be accurate in light of the facts and circumstances at the time delivered) or execute any other instruments or agreements in connection therewith other than the Company Supplemental Indenture described in the immediately preceding sentence. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Company Note Offers and Consent Solicitations will be selected and by Parent, retained by AbbVieParent, and their fees and out-of-pocket expenses will be paid directly by AbbVieParent. If, at any time prior to the completion of the Allergan Company Note Offers and Consent Solicitations, Allergan the Company or any of its Subsidiaries, on the one hand, or AbbVie Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use commercially reasonable best efforts to promptly notify the other Partyparty, and an appropriate amendment or supplement prepared by AbbVie Parent describing such information shall be disseminated to the holders of the applicable notes, debentures or other debt securities of Allergan or its Subsidiaries the Company outstanding under the applicable Indenture. The consummation of any or all of the Allergan Company Note Offers and Consent Solicitations shall not be a condition to CompletionClosing.

Cooperation as to Certain Indebtedness. AbbVie If requested by Parent, the Company shall use its reasonable best efforts to assist Parent or one or more of its Subsidiaries may in (i) commence commencing any of the following: following (as requested by Parent): (A) one or more offers to purchase any or all of the outstanding debt issued under the Indentures Indenture for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Indentures Indenture for securities issued by AbbVie Parent or any of its Affiliates (the “Offers to Exchange”); and (ii) solicit soliciting the consent of the holders of debt issued under the Indentures Indenture regarding certain proposed amendments to the applicable Indenture (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Allergan Company Note Offers and Consent Solicitations”); provided that the closing (or effectiveness) of any such transaction shall not be consummated until the Completion and any such transaction shall be funded using consideration provided by AbbVieParent. Any Allergan Company Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by AbbVie Parent and which are permitted by the terms of the applicable Indenture and applicable Laws, including SEC rules and regulations. AbbVie Parent shall consult with Allergan the Company regarding the material terms and conditions of any Allergan Company Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Company Note Offers and Consent Solicitations and any tender deadlines. AbbVie Parent shall have provided Allergan the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by AbbVie Parent in the applicable Allergan Company Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Allergan the Company Note Offers and Consent Solicitations to allow Allergan the Company and its counsel to review and comment on such Debt Offer Documents, and AbbVie Parent shall give reasonable and good faith consideration to any comments made or input provided by Allergan the Company and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan the Company shall execute a supplemental indenture to the applicable Indenture in accordance with the terms thereof amending the terms and provisions of such the Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie Parent (each, an the “Allergan Company Supplemental Indenture”); provided that the amendments effected by such supplemental indenture shall not become operative until the Completion. Subject to the second paragraph of Section 7.9(a7.8(a) above, until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan Section 9, the Company shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts, to provide all reasonable and customary cooperation as may be reasonably requested by AbbVie Parent in writing to assist AbbVie Parent in connection with any Allergan Company Note Offers and Consent Solicitations (including upon AbbVieParent’s written request, using reasonable best efforts to cause Allerganthe Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Allergan Company Note Offers and Consent Solicitations). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Company Note Offers and Consent Solicitations will be selected and retained by AbbVieParent, and their fees and out-of-pocket expenses will be paid directly by AbbVieParent. If, at any time prior to the completion of the Allergan Company Note Offers and Consent Solicitations, Allergan the Company or any of its Subsidiaries, on the one hand, or AbbVie Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Party, and an appropriate amendment or supplement prepared by AbbVie Parent describing such information shall be disseminated to the holders of the applicable notes, debentures or other debt securities of Allergan the Company or its Subsidiaries outstanding under the applicable Indenture. The consummation of any or all of the Allergan Company Note Offers and Consent Solicitations shall not be a condition to Completion.

Cooperation as to Certain Indebtedness. AbbVie The Company shall deliver all notices (which notices may be subject to the consummation of the Merger) and take all other actions required to facilitate the termination of commitments in respect of the Credit Agreement, the repayment in full of all obligations in respect of Indebtedness for borrowed money outstanding thereunder and the release of guarantees in connection therewith on the Closing Date (such terminations, repayments and releases, the “Existing Credit Facility Termination”). In furtherance and not in limitation of the foregoing, the Company shall, use reasonable best efforts to deliver to Parent (A) at least ten (10) Business Days prior to the Closing Date a draft payoff letter and (B) on the Closing Date, an executed payoff letter with respect to the Credit Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf of the Persons to whom the Indebtedness for borrowed money under the Credit Agreement is owed, which Payoff Letter shall, among other things, include the payoff amount and provide that any liens granted by the Company or one any Company Subsidiaries in connection therewith, shall, upon the payment of the amount set forth in the applicable Payoff Letter at or more prior to the Closing, be released and terminated. Notwithstanding the foregoing, in no event shall this Section 5.14 require the Company or any of its the Company’s Subsidiaries may to cause the Existing Credit Facility Termination unless (x) the Closing shall occur substantially concurrently and (y) Parent shall have (i) commence any provided or caused to be provided to the Company funds in an amount sufficient to pay in full all Obligations (as defined in the Credit Agreement) under the Loan Documents (as defined in the Credit Agreement), other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made, as of the following: anticipated Closing Date (Aand the daily accrual thereafter) one or more offers to purchase any or all of the outstanding debt issued under the Indentures for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Indentures for securities issued by AbbVie or any of its Affiliates (the “Offers to Exchange”); and (ii) solicit provided or caused to be provided to the Company funds in an amount sufficient to cash collateralize all L/C Exposure (as defined in the Credit Agreement) in accordance with the terms of the Credit Agreement or has made other arrangements satisfactory to Lenders (as defined in the Credit Agreement) and the Issuing Bank (as defined in the Credit Agreement). The Company shall, and shall cause each of the Company Subsidiaries to, upon written request from Parent, use commercially reasonable efforts to modify or amend (the “Notes Amendments”), with the consent of the holders of debt issued under the Indentures regarding certain proposed amendments Senior Unsecured Notes, the note purchase agreements governing the Senior Unsecured Notes to expressly permit conditional notices of redemption or prepayment with respect to any redemption or prepayment of any Senior Unsecured Notes in connection with the Closing (or to reduce the notice period required in connection with any such redemption or prepayment); it being understood that in no event shall this sentence require the Company or any of its Subsidiaries to incur any liability or pay any amounts (in each case, other than fees or expenses of legal counsel to the applicable Indenture Company or other incidental expenses in connection with the Notes Amendments) or otherwise amend the terms of the Senior Unsecured Notes in a manner adverse to the Company or any of its Subsidiaries. If the Notes Amendments are not obtained by August 1, 2019 (the “Consent Solicitations” andNotes Amendments Trigger Date”), together with then at the Offers to Purchase and Offers to Exchange, if anywritten request of Parent, the “Allergan Note Offers and Consent Solicitations”); provided that the closing of any such transaction shall not be consummated until the Completion and any such transaction shall be funded using consideration provided by AbbVie. Any Allergan Note Offers and Consent Solicitations shall be made on such terms and conditions (including price Company shall, pursuant to be paid and conditionality) as are proposed by AbbVie and which are permitted by the terms of the applicable Indenture note purchase agreement, issue one or more notices of optional redemption or prepayment with respect to the Senior Unsecured Notes in a manner consistent with the note purchase agreements governing such Senior Unsecured Notes such that the Senior Unsecured Notes shall be repaid on or prior to the Closing Date (together with all interest, prepayment premiums or “make- whole” amounts and applicable Lawsother amounts due upon the repayment of the principal of such Senior Unsecured Notes) and take all other actions required by such note purchase agreements to cause the Senior Unsecured Notes to be repaid on or prior to the Closing Date (or, including SEC rules and regulations. AbbVie shall consult with Allergan regarding in each case, if such repayment on or prior to the material terms and conditions of any Allergan Note Offers and Consent Solicitations, including Closing Date is not practicable given the timing of the Notes Amendments Trigger Date and commencement the Company’s receipt of any Allergan Note Offers and Consent Solicitations and any tender deadlines. AbbVie shall have provided Allergan with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter such written request of transmittal, press release, if any, in connection therewith, and each other document relevant Parent relative to the transaction that will be distributed by AbbVie in timing of the applicable Allergan Note Offers and Consent Solicitations (collectivelyClosing Date, then as soon as practicable after the Closing Date). Prior to the Closing Date, the “Debt Offer Documents”) a reasonable period of time in advance of commencing Company shall use its request from the applicable Allergan Note Offers and Consent Solicitations to allow Allergan and its counsel to review and comment on such Debt Offer Documents, and AbbVie shall give reasonable and good faith consideration to any comments made or input provided by Allergan and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan shall execute a supplemental indenture to the applicable Indenture beneficiary thereof in accordance with the terms thereof amending the terms and provisions an acknowledgment of such Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie termination (each, an “Allergan Supplemental Indenture”); provided that the amendments effected by such supplemental indenture shall not become operative until the Completion. Subject or similar document) with respect to the second paragraph Completion Guaranty Agreement, dated as of Section 7.9(a) aboveJanuary 15, until 1999, between the earlier Company and The Unified Government of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan shall use its reasonable best effortsWyandotte County/Kansas City, and shall cause each of its Subsidiaries to use its reasonable best efforts, and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts, to provide all reasonable and customary cooperation as may be reasonably requested by AbbVie in writing to assist AbbVie in connection with any Allergan Note Offers and Consent Solicitations (including upon AbbVie’s written request, using reasonable best efforts to cause Allergan’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Allergan Note Offers and Consent Solicitations). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Note Offers and Consent Solicitations will be selected and retained by AbbVie, and their fees and out-of-pocket expenses will be paid directly by AbbVie. If, at any time prior to the completion of the Allergan Note Offers and Consent Solicitations, Allergan or any of its Subsidiaries, on the one hand, or AbbVie or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Party, and an appropriate amendment or supplement prepared by AbbVie describing such information shall be disseminated to the holders of the applicable notes, debentures or other debt securities of Allergan or its Subsidiaries outstanding under the applicable Indenture. The consummation of any or all of the Allergan Note Offers and Consent Solicitations shall not be a condition to CompletionKansas.

Cooperation as to Certain Indebtedness. AbbVie (a) Parent or one or more of its Subsidiaries may (i) commence any of the following: (A) and conduct one or more offers to purchase purchase, including any offer required to be made in connection with any “Change of Control” or equivalent term (each as defined in the Existing Company Indenture governing the Existing Company Notes), tender offers or exchange offers (including obligor exchanges) with respect to any or all of the outstanding debt issued under aggregate principal amount of the Indentures for cash Existing Company Notes identified by Parent to the Company prior to, on or after the date hereof on terms that are acceptable to Parent (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Indentures for securities issued by AbbVie or any of its Affiliates (the “Offers to Exchange”); and and/or (ii) solicit the consent of the holders of debt issued under the Indentures Existing Company Indenture regarding certain proposed amendments to the applicable Existing Company Indenture (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to ExchangePurchase, if any, the “Allergan Company Note Offers and Consent Solicitations”); provided provided, that the closing of any such transaction Offers to Purchase shall not occur, and the amendments in connection with any such Consent Solicitations shall not become operative (although any supplemental indentures entered into in connection with any such Consent Solicitations may become effective upon execution, conditioned solely upon consummation of the Merger), prior to the Closing; provided, further, that the consummation of any Company Note Offers and Consent Solicitations shall not be consummated until a condition to the Completion and any such transaction shall be funded using consideration provided by AbbVieClosing. Any Allergan Company Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by AbbVie Parent and which are permitted by the terms of the applicable Existing Company Indenture and applicable Laws, including applicable SEC rules and regulations. AbbVie shall Parent will reasonably consult with Allergan the Company regarding the material terms and conditions of any Allergan Company Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Company Note Offers and Consent Solicitations and any relevant tender or consent deadlines. AbbVie Parent shall not be permitted to commence any applicable Company Note Offers and Consent Solicitations until Parent shall have provided Allergan the Company with the necessary related offer to purchase, exchange offer to exchangememorandum, consent solicitation statement, letter of transmittal, if any, or press release, if any, in connection therewith, and each other material document relevant to the transaction that will be distributed by AbbVie the Parent in the applicable Allergan Company Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of Parent commencing the applicable Allergan Offer to Purchase or Consent Solicitation and provide the Company and its counsel a reasonable opportunity to review and comment, which comments shall be considered in good faith by Parent. No Company Note Offers and Consent Solicitations to allow Allergan will commence until the earlier of (A) the Company having filed its Form 10-Q for the quarter ended June 30, 2022 and its counsel to review and comment on such Debt Offer Documents(B) August 9, and AbbVie shall give reasonable and good faith consideration to any comments made or input provided by Allergan and its legal counsel2022. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan the Company shall execute a one or more supplemental indenture indentures to the applicable Existing Company Indenture in accordance with the terms thereof amending the terms and provisions of such Existing Company Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie Parent (each, an a “Allergan Company Supplemental Indenture”); provided that the amendments effected by , which such supplemental indenture indentures shall become effective upon the execution thereof but shall not become operative until the CompletionEffective Time, and the Company shall use reasonable best efforts to cause the trustee under the Existing Company Indenture to enter into such supplemental indentures. Subject to Section 5.12(d), the second paragraph of Section 7.9(a) above, until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan shall use its reasonable best effortsCompany shall, and shall cause each of its Subsidiaries to to, and shall use its reasonable best effortsefforts to cause its and their Representatives to, provide all reasonable and customary cooperation as may be reasonably requested by Parent in writing to assist Parent in connection with any Company Note Offers and Consent Solicitations, including, for the avoidance of doubt, (i) to the extent such information would be required under applicable SEC rules and regulations for a registered offering, assisting Parent with its preparation of pro forma financial information (including pro forma financial statements) of the type customarily included in offering documents or marketing materials for transactions similar to the Company Note Offers and Consent Solicitations and Redemption (as defined below), it being agreed that the Company will not be required to provide any information or assistance relating to (A) the proposed aggregate amount of any debt financing, together with assumed interest rates, fees and expenses relating to the incurrence of such debt financing, (B) any post-Closing or pro forma cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in connection with the Company Note Offers and Consent Solicitation and Redemption or (C) any financial information related to Parent or any of its Subsidiaries, (ii) by using reasonable best efforts to take actions with respect to the Company Note Offers and Consent Solicitations of the type described in clause (v) of Section 5.11(c) and (iii) as promptly as reasonably practicable, furnishing Parent with the Required Information that is Compliant; provided, that neither the Company nor counsel for the Company shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with any Company Note Offers and Consent Solicitation (other than in connection with the execution of any Company Supplemental Indenture relating to the Consent Solicitations, with respect to which the Company shall deliver customary officer’s certificates (the “Company Indenture Officers’ Certificates”) and counsel to the Company shall provide customary legal opinions, in each case, to the trustee under the Existing Company Indenture and solely to the extent such certificates or legal opinions, as applicable, would not conflict with applicable Laws and would be accurate in light of the facts and circumstances at the time delivered) or execute any other instruments or agreements in connection therewith other than any Company Supplemental Indenture described in the immediately preceding sentence. The Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to cause the Company’s independent auditors to (A) furnish customary consents for use of their reasonable best effortsauditor opinions in any materials related to any securities issued in connection with the Company Note Offers and Consent Solicitations, (B) provide, consistent with customary practice, customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to provide all reasonable financial information relating to the Company and customary cooperation its Subsidiaries as may be reasonably requested by AbbVie in writing Parent or as necessary or customary for financings similar to assist AbbVie in connection with any Allergan the Company Note Offers and Consent Solicitations (including upon AbbVie’s written request, using reasonable best efforts any offering or private placement of debt securities pursuant to cause Allergan’s independent accountants to provide customary consents for use Rule 144A under the Securities Act in lieu of their reports to all or a portion of the extent required in connection with any Allergan Company Note Offers and Consent Solicitations)) and (C) attend a reasonable number of due diligence sessions and drafting sessions. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Company Note Offers and Consent Solicitations will be selected and by Parent, retained by AbbVieParent, and their fees and out-of-pocket expenses will be paid directly by AbbVieParent. If, at any time prior to the completion of the Allergan Company Note Offers and Consent Solicitations, Allergan the Company or any of its Subsidiaries, on the one hand, or AbbVie Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Partyparty, and an appropriate amendment or supplement prepared by AbbVie Parent describing such information shall be disseminated to the holders of the applicable notes, debentures or other debt securities of Allergan or its Subsidiaries the Company outstanding under the applicable Existing Company Indenture. The consummation of any or all of the Allergan Note Offers and Consent Solicitations shall not be a condition to Completion.

Cooperation as to Certain Indebtedness. AbbVie or one or more of its Subsidiaries may (ia) commence any of the following: (A) one or more offers to purchase any or all of the outstanding debt issued under the Indentures for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Indentures for securities issued by AbbVie or any of its Affiliates (the “Offers to Exchange”); and (ii) solicit the consent of the holders of debt issued under the Indentures regarding certain proposed amendments to the applicable Indenture (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Allergan Note Offers and Consent Solicitations”); provided that the closing of any such transaction shall not be consummated until the Completion and any such transaction shall be funded using consideration provided by AbbVie. Any Allergan Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by AbbVie and which are permitted by the terms of the applicable Indenture and applicable Laws, including SEC rules and regulations. AbbVie shall consult with Allergan regarding the material terms and conditions of any Allergan Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Note Offers and Consent Solicitations and any tender deadlines. AbbVie shall have provided Allergan with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by AbbVie in the applicable Allergan Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Allergan Note Offers and Consent Solicitations to allow Allergan and its counsel to review and comment on such Debt Offer Documents, and AbbVie shall give reasonable and good faith consideration to any comments made or input provided by Allergan and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan shall execute a supplemental indenture to the applicable Indenture in accordance with the terms thereof amending the terms and provisions of such Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie (each, an “Allergan Supplemental Indenture”); provided that the amendments effected by such supplemental indenture shall not become operative until the Completion. Subject to the second paragraph of Section 7.9(a) above, until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan shall use its reasonable best effortsThe Company shall, and shall cause each of its Subsidiaries to use its reasonable best efforts, and shall use its reasonable best efforts to cause its and their respective Representatives to, provide customary and commercially reasonable cooperation to use their reasonable best effortsthe extent reasonably requested by Parent in connection with such financing arrangements (including assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations or prepayments of the Company Debt Agreements) as Parent may reasonably determine necessary or advisable in connection with the consummation of the Merger or the other Transactions; provided that no authorizations, arrangements, assumptions, guarantees, amendments, supplements, modifications, refinancings, replacements, repayments, terminations, prepayments or other transactions, filings, recordings, documents or certificates entered into or delivered pursuant to provide this Section 5.14 shall be effective prior to the Closing, other than any customary notices required to be given in advance of such time in order for any such financing arrangements or documents to be effective at or immediately prior to the Closing, but solely to the extent such notices are expressly conditioned on the occurrence of the Closing and subject to revocation in the event the Closing does not occur as originally contemplated by such notice (to the extent such conditionality or revocability is not prohibited by the terms governing the delivery of such notice, including the documentation governing the Company Debt Agreements). Parent shall promptly, upon request by the Company, and at Parent’s sole cost and expense reimburse the Company for all reasonable and customary cooperation as may be reasonably requested by AbbVie in writing to assist AbbVie in connection with any Allergan Note Offers and Consent Solicitations (including upon AbbVie’s written request, using reasonable best efforts to cause Allergan’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Allergan Note Offers and Consent Solicitations). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Note Offers and Consent Solicitations will be selected and retained by AbbVie, and their fees and documented out-of-pocket costs and expenses will be paid directly (including reasonable and documented out-of-pocket attorneys’ fees) incurred by AbbVie. If, at any time prior to the completion of the Allergan Note Offers and Consent Solicitations, Allergan Company or any of its SubsidiariesSubsidiaries in connection with fulfilling its obligations under this Section 5.14 and indemnify and hold harmless the Company, on its Subsidiaries and its or their respective affiliates, and their respective directors, managers, officers, and other Representatives, against any and all liabilities incurred by them in connection with the one handfinancing arrangements under this Section 5.14, or AbbVie or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement except to the Debt Offer Documents, so that extent such liabilities have actually and directly arisen from the Debt Offer Documents shall not contain any untrue statement of a material fact willful misconduct or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Party, and an appropriate amendment or supplement prepared by AbbVie describing such information shall be disseminated to the holders gross negligence of the applicable notes, debentures or other debt securities of Allergan Company or its Subsidiaries outstanding under the applicable Indenture. The consummation as determined in a final, non-appealable judgment of any or all a court of the Allergan Note Offers and Consent Solicitations shall not be a condition to Completioncompetent jurisdiction.

Cooperation as to Certain Indebtedness. AbbVie Parent or one or more of its Subsidiaries may (ia) commence any of the following: (A) one or more offers to purchase any or all of the outstanding debt issued under the Indentures for cash (the “Offers to Purchase”); or (B) make one or more offers to exchange any or all of the outstanding debt issued under the Company Indentures for securities issued by AbbVie Parent OP or any of its Affiliates the Partnership Surviving Entity (or their Affiliates) (the “Offers to Exchange”); and and/or (iib) solicit the consent of the holders of debt issued under the Company Indentures regarding certain proposed amendments to the applicable Indenture Company Indentures (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Allergan Company Note Offers and Consent Solicitations”); provided that the closing of any such transaction shall not be consummated until the Completion Closing and any such transaction shall be funded using consideration provided by AbbVieParent. Any Allergan Company Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by AbbVie Parent and which are permitted by the terms of the applicable Indenture Company Indentures and applicable Laws, including SEC rules and regulations. AbbVie Parent shall consult with Allergan the Company regarding the material terms and conditions of any Allergan Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Company Note Offers and Consent Solicitations and any tender deadlines. AbbVie Parent shall have provided Allergan provide the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by AbbVie Parent in the applicable Allergan Company Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Allergan Company Note Offers and Consent Solicitations to allow Allergan the Company and its counsel to review and comment on such Debt Offer Documents, and AbbVie Parent shall give reasonable and good faith consideration to any comments made or input provided by Allergan the Company and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan the Company shall, and shall use commercially reasonable efforts to cause the trustee under the applicable Company Indenture to, execute a supplemental indenture to the applicable Company Indenture in accordance with the terms thereof amending the terms and provisions of such Company Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie Parent (each, an a “Allergan Company Supplemental Indenture”); provided that the amendments effected by such supplemental indenture shall not become operative until the Completionprior to Closing. Subject to the second paragraph of Section 7.9(a) above, until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan shall use its reasonable best effortsThe Company shall, and shall cause each of its Subsidiaries to use its reasonable best effortsto, and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best effortsto, to provide all reasonable and customary cooperation and information customary for transactions of the type contemplated by the Company Note Offers and Consent Solicitations, and consistent with the cooperation to be provided by the Company, the Company Subsidiaries and the respective officers and employees of the Company and the Company Subsidiaries as set forth in Section 8.23(a) with respect to the Financing, as may be reasonably requested by AbbVie Parent in writing to assist AbbVie Parent in connection with any Allergan Company Note Offers and Consent Solicitations (including including, but not limited to, providing such reasonably requested information to the information agent or other agent for the Company Note Offers and Consent Solicitations in order for it to provide bondholder identification reports, and upon AbbVieParent’s written request, using reasonable best efforts to cause Allerganthe Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Allergan Company Note Offers and Consent Solicitations); provided that neither the Company nor counsel for the Company shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with any Company Note Offers and Consent Solicitations other than, in connection with the execution of any Company Supplemental Indenture relating to the Consent Solicitations, with respect to which the Company shall (x) deliver customary officers’ certificates and (y) customary legal opinions to the trustee under the applicable Company Indenture in the form required by the applicable Company Indenture, in each case, to the extent such certificates and opinions would not conflict with applicable Laws. The Any dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Company Note Offers and Consent Solicitations will be selected and by Parent, retained by AbbVieParent, and their fees and out-of-pocket expenses will be paid directly by AbbVieParent. If, at any time prior to the completion of the Allergan Company Note Offers and Consent Solicitations, Allergan the Company or any of its Subsidiaries, on the one hand, or AbbVie Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Partyparty, and an appropriate amendment or supplement prepared by AbbVie Parent describing such information shall be disseminated to the holders of the applicable notes, debentures or other debt securities of Allergan or its Subsidiaries the Company outstanding under the applicable Company Indenture. The consummation of any or all of the Allergan Company Note Offers and Consent Solicitations shall not be a condition to CompletionClosing.

Cooperation as to Certain Indebtedness. AbbVie (a) Parent or one or more of its Subsidiaries may (i) commence any of the following: (A) one or more offers to purchase any or all of the outstanding debt issued under the Indentures Company Notes for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or all of the outstanding debt issued under the Indentures Company Notes for securities issued by AbbVie Parent (or any of its Affiliates Affiliates) (the “Offers to Exchange”); and (ii) solicit the consent of the holders of debt issued under the Indentures Company Notes regarding certain proposed amendments to the applicable Indenture indenture governing such Company Notes (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Allergan Company Note Offers and Consent Solicitations”); provided that the closing of any such transaction shall not be consummated until the Completion Closing and any such transaction shall be funded using consideration provided by AbbVieParent. Any Allergan Company Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by AbbVie Parent and which are permitted by the terms of such Company Notes, the applicable Indenture indenture governing such Company Notes (each, an “Indenture”) and applicable Laws, including SEC rules and regulations. AbbVie Parent shall consult with Allergan the Company regarding the material terms and conditions of any Allergan Company Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Company Note Offers and Consent Solicitations and any tender deadlines. AbbVie Parent shall not be permitted to commence any Company Note Offers and Consent Solicitations until Parent shall have provided Allergan the Company with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by AbbVie the Parent to holders of the Company Notes in the applicable Allergan Company Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Allergan Company Note Offers and Consent Solicitations to allow Allergan the Company and its counsel to review and comment on such Debt Offer Documents, . The closing of the Company Note Offers and AbbVie Consent Solicitations shall give reasonable and good faith consideration to any comments made or input provided by Allergan and its legal counselbe expressly conditioned on the occurrence of the Closing. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan the Company shall execute a supplemental indenture to the applicable Indenture in accordance with the terms thereof amending the terms and provisions of such Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie (eachParent, an “Allergan Supplemental Indenture”); provided that the amendments effected by such which supplemental indenture shall not become operative effective until Closing; provided, however, that in no event shall the CompletionCompany or any of its Subsidiaries have any obligation to authorize, adopt or execute any amendments or other agreement that would become effective prior to Closing. Subject to Section 8.04(e) and Section 8.04(f), at Parent’s expense, the second paragraph of Section 7.9(a) above, until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan shall use its reasonable best effortsCompany shall, and shall cause each of its Subsidiaries to use its reasonable best effortsto, and shall use its reasonable best efforts to cause its and their respective Representatives to to, use their reasonable best efforts, efforts to provide all reasonable and customary cooperation as may be reasonably requested by AbbVie in writing Parent to assist AbbVie Parent in connection with any Allergan Company Note Offers and Consent Solicitations (including upon AbbVie’s written requestbut not limited to requesting, and using reasonable best efforts to cause Allergancause, the Company’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Allergan Company Note Offers and Consent Solicitations); provided that prior to the Closing, neither the Company nor counsel for the Company shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with any Company Note Offers and Consent Solicitations (other than, in connection with the execution of the supplemental indentures relating to the Consent Solicitations, the Company delivering and using reasonable best efforts to cause counsel for the Company to deliver, customary officer’s certificates and customary legal opinions, respectively, to the trustee under the applicable Indenture, to the extent such certificates and opinions would not conflict with applicable Laws and would be accurate in light of the facts and circumstances at the time delivered) or execute any other instruments or agreements in connection therewith other than the supplemental indenture described in the immediately preceding sentence. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Company Note Offers and Consent Solicitations will be selected and retained by AbbVie, Parent after consultation with the Company and their fees and out-of-pocket expenses will be paid directly by AbbVie. If, at any time prior to the completion of the Allergan Note Offers and Consent Solicitations, Allergan or any of its Subsidiaries, on the one hand, or AbbVie or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Party, and an appropriate amendment or supplement prepared by AbbVie describing such information shall be disseminated to the holders of the applicable notes, debentures or other debt securities of Allergan or its Subsidiaries outstanding under the applicable IndentureParent. The consummation of any or all of the Allergan Company Note Offers and Consent Solicitations shall not be a condition to CompletionClosing.

Cooperation as to Certain Indebtedness. AbbVie (a) Parent or one or more of its Subsidiaries may (ia) commence any of the following: (A) and conduct one or more offers to purchase purchase, including any offer required to be made in connection with any “Change of Control” or equivalent term (each as defined in the applicable Indenture governing each series of Existing Company Notes), tender offers or exchange offers with respect to any or all of the outstanding debt issued under aggregate principal amount of the Indentures for cash Existing Company Notes identified by Parent to the Company prior to, on or after the date hereof on terms that are acceptable to Parent (the “Offers to Purchase”); or ) and/or (B) one or more offers to exchange any or all of the outstanding debt issued under the Indentures for securities issued by AbbVie or any of its Affiliates (the “Offers to Exchange”); and (iib) solicit the consent of the holders of debt issued under the Indentures regarding certain proposed amendments to the applicable Indenture (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to ExchangePurchase, if any, the “Allergan Company Note Offers and Consent Solicitations”); provided that the closing of any such transaction Offers to Purchase shall not occur, and the amendments in connection with any such Consent Solicitations shall not become operative (although any supplemental indentures entered into in connection with any such Consent Solicitations may become effective upon execution), prior to the Closing; provided, further, that the consummation of any Company Note Offers and Consent Solicitations shall not be consummated until a condition to the Completion and any such transaction shall be funded using consideration provided by AbbVieClosing. Any Allergan Company Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by AbbVie Parent and which are permitted by the terms of the applicable Indenture and applicable Laws, including applicable SEC rules and regulations. AbbVie shall Parent will reasonably consult with Allergan the Company regarding the material terms and conditions of any Allergan Company Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Company Note Offers and Consent Solicitations and any relevant tender or consent deadlines. AbbVie Parent shall not be permitted to commence any applicable Company Note Offers and Consent Solicitations until Parent shall have provided Allergan the Company with the necessary related offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, if any, or press release, if any, in connection therewith, and each other material document relevant to the transaction that will be distributed by AbbVie the Parent in the applicable Allergan Company Note Offers and Consent Solicitations (collectively, the “Debt Offer Documents”) a reasonable period of time in advance of Parent commencing the applicable Allergan Note Offers and Offer to Purchase or Consent Solicitations Solicitation to allow Allergan the Company and its counsel to review and comment on such Debt Offer Documents, and AbbVie Parent shall give reasonable and good faith consideration to any comments made or input provided by Allergan the Company and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan the Company shall execute a one or more supplemental indenture indentures to the applicable Indenture in accordance with the terms thereof amending the terms and provisions of such Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie Parent (each, an a “Allergan Company Supplemental Indenture”); provided that the amendments effected by , which such supplemental indenture indentures shall become effective upon the execution thereof but shall not become operative until the CompletionTeton Merger Effective Time, and the Company shall use reasonable best efforts to cause the trustee under each such Indenture to enter into such supplemental indentures. Subject to Section 6.16(d), the second paragraph of Section 7.9(a) above, until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan shall use its reasonable best effortsCompany shall, and shall cause each of its Subsidiaries to use its reasonable best effortsto, and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best effortsto, to provide all reasonable and customary cooperation as may be reasonably requested by AbbVie Parent in writing to assist AbbVie Parent in connection with any Allergan Note Offers and Consent Solicitations (including upon AbbVie’s written request, using reasonable best efforts to cause Allergan’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Allergan Company Note Offers and Consent Solicitations); provided that neither the Company nor counsel for the Company shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with any Company Note Offers and Consent Solicitation (other than in connection with the execution of any Company Supplemental Indenture relating to the Consent Solicitations, with respect to which the Company shall deliver customary officer’s certificates (the “Company Indenture Officers’ Certificates”) and counsel to the Company shall provide customary legal opinions, in each case, to the trustee under each applicable Indenture and solely to the extent such certificates or legal opinions, as applicable, would not conflict with applicable Laws and would be accurate in light of the facts and circumstances at the time delivered) or execute any other instruments or agreements in connection therewith other than any Company Supplemental Indenture described in the immediately preceding sentence. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Company Note Offers and Consent Solicitations will be selected and by Parent, retained by AbbVieParent, and their fees and out-of-pocket expenses will be paid directly by AbbVieParent. If, at any time prior to the completion of the Allergan Company Note Offers and Consent Solicitations, Allergan the Company or any of its Subsidiaries, on the one hand, or AbbVie Parent or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Partyparty, and an appropriate amendment or supplement prepared by AbbVie Parent describing such information shall be disseminated to the holders of the applicable notes, debentures or other debt securities of Allergan or its Subsidiaries the Company outstanding under the applicable Indenture. The consummation of any or all of the Allergan Note Offers and Consent Solicitations shall not be a condition to Completion.

Cooperation as to Certain Indebtedness. AbbVie (a) Parent or one or more of its Subsidiaries may (i) commence any of the following: (A) one or more offers to purchase any or and all of the outstanding debt issued under the Indentures Company Notes for cash (the “Offers to Purchase”); or (B) one or more offers to exchange any or and all of the outstanding debt issued under the Indentures Company Notes for securities issued by AbbVie Parent (or any of its Affiliates Affiliates) (the “Offers to Exchange”), in each case on terms and conditions determined by Parent in its sole and absolute discretion; provided the consummation of any such transaction shall not become effective until immediately prior to Closing and shall be funded using consideration provided by Parent; and (ii) solicit the consent of the holders of debt issued under the Indentures Company Notes regarding certain proposed amendments to the applicable Indenture indenture governing such Company Notes as requested by Parent (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Allergan Company Note Offers and Consent Solicitations”); provided that the closing of any such transaction shall not be consummated until the Completion and any such transaction shall be funded using consideration provided by AbbVie. Any Allergan Company Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by AbbVie Parent in its sole and which are permitted by absolute discretion; provided that, in any event, Parent and the Company hereby agree that (x) any such Company Note Offers and Consent Solicitations shall comply with applicable law and the terms of any indenture governing the applicable Indenture and applicable LawsCompany Notes, including SEC rules and regulations. AbbVie shall consult with Allergan regarding (y) the material terms and conditions of any Allergan Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Note Offers and Consent Solicitations and any tender deadlines. AbbVie shall have provided Allergan with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewith, and each other document relevant to the transaction that will be distributed by AbbVie in the applicable Allergan Company Note Offers and Consent Solicitations (collectivelyother than a Consent Solicitation seeking the elimination, waiver or amendment of the change of control provisions undertaken independently of an Offer to Purchase or Offer to Exchange) shall provide that the closing thereof or the effectiveness of the substantive provisions thereof, as the case may be, shall be contingent upon, or not become operative until immediately prior to, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Allergan Note Offers and Consent Solicitations to allow Allergan and its counsel to review and comment on such Debt Offer DocumentsClosing, and AbbVie shall give reasonable and good faith consideration to (z) promptly upon expiration of any comments made or input provided by Allergan and its legal counsel. Subject Consent Solicitation, assuming the requisite consents have been received with respect to the receipt of Company Notes, the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan Company shall execute (or cause to be executed) a supplemental indenture to the applicable Indenture indenture governing the Company Notes reflecting the terms of such Consent Solicitation and shall use commercially reasonable efforts to cause the trustee under such indenture to enter into such supplemental indenture; provided that (other than a Consent Solicitation seeking the elimination, waiver or amendment of the change of control provisions undertaken independently of an Offer to Purchase or Offer to Exchange) the substantive provisions thereof will not become operative until immediately prior to the Closing. Concurrent with the Closing, and in accordance with the terms thereof amending of any Offer to Purchase or Offer to Exchange, the terms Company shall accept for purchase or exchange and provisions purchase or exchange the Company Notes properly tendered and not properly withdrawn in any Offer to Purchase or Offer to Exchange using consideration provided by or at the direction of such Indenture as described Parent. Concurrent with the expiration of any Consent Solicitation in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie (eachwhich requisite consents have been achieved, an “Allergan Supplemental Indenture”); provided that the amendments effected by such supplemental indenture shall not become operative until the Completion. Subject to the second paragraph of Section 7.9(a) above, until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan the terms of such Consent Solicitation, the Company shall use its reasonable best efforts, pay any consent fee to the holder of each Company Note approving the amendments to the indenture contemplated by such Consent Solicitation using consideration provided by or at the direction of Parent. Parent hereby covenants and shall cause each of its Subsidiaries to use its reasonable best efforts, and shall use its reasonable best efforts to cause its and their respective Representatives to use their reasonable best efforts, agrees to provide (or cause to be provided) immediately available funds to the Company for the full payment of the above amounts at the applicable times. At Parent’s expense, the Company shall provide all reasonable and customary cooperation as may be reasonably requested by AbbVie in writing to assist AbbVie in connection with any Allergan Note Offers Parent and Consent Solicitations (including upon AbbVie’s written request, using reasonable best efforts to cause Allergan’s independent accountants to provide customary consents for use of their reports to the extent its Affiliates that is necessary or reasonably required in connection with any Allergan Company Note Offers and Consent Solicitations). The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Note Offers and Consent Solicitations will be selected and retained by AbbVie, and their fees and out-of-pocket expenses will be paid directly by AbbVie. If, at any time prior to the completion of the Allergan Note Offers and Consent Solicitations, Allergan or any of its Subsidiaries, on the one hand, or AbbVie or any of its Subsidiaries, on the other hand, discovers any information that should be set forth in an amendment or supplement to the Debt Offer Documents, so that the Debt Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall use reasonable best efforts to promptly notify the other Party, and an appropriate amendment or supplement prepared by AbbVie describing such information shall be disseminated to the holders of the applicable notes, debentures or other debt securities of Allergan or its Subsidiaries outstanding under the applicable Indenture. The consummation of any or all of the Allergan Note Offers and Consent Solicitations shall not be a condition to Completion.

Cooperation as to Certain Indebtedness. AbbVie (a) Broadcom or one or more of its Subsidiaries may, or may direct the Company to (in which case the Company shall), (i) commence any of the following: (A) one or more offers to purchase any or all notes issued by the Company or any Company Subsidiary (including, if the acquisition of Nautilus has been consummated, Nautilus and its Subsidiaries) (the outstanding debt issued under the Indentures “Company Notes”) for cash (the “Offers to Purchase”); or ) and/or (B) one or more offers to exchange any or all of the outstanding debt issued under the Indentures Company Notes for securities issued by AbbVie Broadcom (or any of its Affiliates affiliates) (the “Offers to Exchange”), in each case on terms and conditions determined by Broadcom in its sole and absolute discretion; provided that the consummation of any such Offers to Purchase or Offers to Exchange shall only become effective substantially concurrently with the Closing and shall be funded at such time using consideration provided by Broadcom or its affiliates; or (ii) commence one or more consent solicitations to solicit the consent of the holders of debt issued under the Indentures any Company Notes regarding certain proposed amendments to the applicable Indenture indentures governing any Company Notes as requested by Broadcom (the “Consent Solicitations” and, together with the Offers to Purchase and Offers to Exchange, if any, the “Allergan Company Note Offers and Consent Solicitations”); provided that the closing of any such transaction shall not be consummated until the Completion and any such transaction shall be funded using consideration provided by AbbVie. Any Allergan Company Note Offers and Consent Solicitations shall be made on such terms and conditions (including price to be paid and conditionality) as are proposed by AbbVie Broadcom in its sole and which are permitted by absolute discretion; provided that, in any event, Broadcom and the Company hereby agree that (x) any such Company Note Offers and Consent Solicitations shall comply with applicable Law and the terms of any indenture governing Company Notes, (y) the applicable Indenture and applicable Laws, including SEC rules and regulations. AbbVie shall consult with Allergan regarding the material terms and conditions of any Allergan Note Offers and Consent Solicitations, including the timing and commencement of any Allergan Company Note Offers and Consent Solicitations and any tender deadlines. AbbVie shall have provided Allergan provide that the closing thereof or the effectiveness of the substantive provisions thereof, as the case may be, shall be contingent upon, or shall only become operative, substantially concurrently with the necessary offer to purchase, offer to exchange, consent solicitation statement, letter of transmittal, press release, if any, in connection therewithClosing, and each other document relevant (z) assuming the requisite consents have been received with respect to the transaction that will be distributed by AbbVie in the applicable Allergan Note Offers and Consent Solicitations (collectivelyCompany Notes, the “Debt Offer Documents”) a reasonable period of time in advance of commencing the applicable Allergan Note Offers and Consent Solicitations to allow Allergan and its counsel to review and comment on such Debt Offer Documents, and AbbVie shall give reasonable and good faith consideration to any comments made or input provided by Allergan and its legal counsel. Subject to the receipt of the requisite holder consents, in connection with any or all of the Consent Solicitations, Allergan Company shall execute (or cause to be executed) a supplemental indenture to the applicable Indenture in accordance with indenture governing the Company Notes reflecting the terms thereof amending the terms and provisions of such Indenture as described in the applicable Debt Offer Documents in a form as reasonably requested by AbbVie (each, an “Allergan Supplemental Indenture”); provided that the amendments effected by such supplemental indenture shall not become operative until the Completion. Subject to the second paragraph of Section 7.9(a) above, until the earlier of the Completion and the valid termination of this Agreement pursuant to and in accordance with Article 9 Allergan shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, Consent Solicitation and shall use its commercially reasonable best efforts to cause its and their respective Representatives the trustee under such indenture to use their reasonable best effortsenter into such supplemental indenture; provided, to provide all reasonable and customary cooperation as may be reasonably requested by AbbVie in writing to assist AbbVie in connection that the substantive provisions thereof shall only become operative substantially concurrently with any Allergan Note Offers and Consent Solicitations (including upon AbbVie’s written request, using reasonable best efforts to cause Allergan’s independent accountants to provide customary consents for use of their reports to the extent required in connection with any Allergan Note Offers and Consent Solicitations)Closing. The dealer manager, solicitation agent, information agent, depositary or other agent retained in connection with any Allergan Note Offers and Consent Solicitations will be selected and retained by AbbVie, and their fees and out-of-pocket expenses will be paid directly by AbbVie. If, If at any time prior to the completion of the Allergan Company Note Offers and Consent Solicitations, Allergan or any of its Subsidiaries, on the one hand, or AbbVie or any of its Subsidiaries, on the other hand, discovers any information should be discovered by the Company or Broadcom that either the Company or Broadcom reasonably believes should be set forth in an amendment or supplement to the Debt Offer Documentsdocumentation relating thereto, so that the Debt Offer Documents such documentation shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party the Party that discovers such information shall use reasonable best efforts to promptly notify the other Party, and an appropriate amendment or supplement prepared by AbbVie Broadcom (or at the direction of Broadcom, the Company) describing such information shall be disseminated to the holders of the applicable notesCompany Notes (which amendment or supplement and dissemination may, debentures at the reasonable direction of Broadcom, take the form of the furnishing or other debt securities filing of Allergan a Current Report on Form 8-K). Concurrent with the Closing, and in accordance with the terms of any Offer to Purchase or its Subsidiaries outstanding under Offer to Exchange, the Company shall accept for purchase or exchange and purchase or exchange the applicable Indenture. The consummation of Company Notes properly tendered and not properly withdrawn in any Offer to Purchase or all of the Allergan Note Offers and Consent Solicitations shall not be a condition to Completion.Offer