Citigroup (C)

4.6         Implementing Agreement.  Each Party covenants and agrees:

(a)           to take, or cause to be taken, all actions, and to do, or cause to be done, all things applicable to it that are necessary, proper or desirable, or advisable under Applicable Law, so as to permit consummation of the Closing as promptly as practicable with a target Closing Date in the third calendar quarter of 2009 and a Closing Date in any event before December 31, 2009; provided, that none of the Purchaser, the New Securities Company or any of the Group Companies shall be required to divest or hold separate any material assets or to agree to limit its future activities, methods or place of doing business except as contemplated by Section 4.2(d) or, in the case of the Purchaser, by general regulatory requirements applicable to the Purchaser and its Affiliates under the Banking Act, the Financial Instruments and Exchange Law or similar Applicable Laws affecting the operation of financial institutions generally;

(b)           to cooperate with the other Parties in such other Parties’ efforts to satisfy the conditions applicable to such other Parties provided in Section 5; and

(c)           to use all commercially reasonable efforts to obtain prior to the Effective Time any consents from third parties that are not Governmental Authorities that may be necessary or desirable in connection with the transactions contemplated by this Agreement, including consents under any contracts, leases, licenses or other agreements.

Neither the foregoing nor anything in Section 4.20 shall require any Party (i) to commence any litigation against any Person in order to facilitate the consummation of any of the transactions contemplated by this Agreement or (ii) to resist any litigation brought by any Governmental Authority to prevent or limit any of such transactions.