Harbinger Group Inc.
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DEF 14A
HRG GROUP, INC. filed this Form DEF 14A on 11/15/1995
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     (f) An example of the calculations referred to in this Section 4.5 is
attached hereto on Exhibit 2.

     Section 4.6  Assets of Affiliates.  To the extent any assets, properties or
rights (other than the Excluded Assets), wherever located, used or held for use
in connection with the Business, are owned, including, without limitation,
assets, properties and rights (a) previously used or held for use in connection
with the Business and (b) still owned by any Affiliate of any Seller, they are
included within the term "Assets", such Affiliate is deemed to be included
within the term "Seller", and the Seller shall cause each such Affiliate, at the
Closing, to convey such Assets to Enterra Sub, or to a Seller for conveyance to
Enterra Sub, in accordance with the provisions hereof.

     Section 4.7  Assigned Contracts.  To the extent that any Seller's rights
under any Contract included in the Assets, or under any other Asset to be
assigned to Enterra Sub hereunder, may not be assigned without the consent of
another person which has not been obtained by a Seller prior to the Closing,
neither this Agreement nor any instruments of transfer shall constitute an
agreement to assign the same if an attempted assignment would constitute a
breach thereof or be unlawful.  If any such consent has not been obtained or if
any attempted assignment would be ineffective or would impair Enterra Sub's
rights under the instrument in question so that Enterra Sub would not in effect
acquire the benefit of all such rights, then the Seller, to the maximum extent
permitted by law and the instrument, shall act as Enterra Sub's agent in order
to obtain for Enterra Sub the benefits thereunder and shall cooperate, to the
maximum extent permitted by law and the instrument, with Enterra Sub in any
other reasonable arrangement designed to provide such benefits to Enterra Sub
(including, without limitation, by entering into an equivalent arrangement).

                                   ARTICLE V.
                   OBLIGATIONS OF THE SELLER PENDING CLOSING

     During the period commencing on the date of this Agreement through the
Closing Date, the Seller hereby covenants and agrees to comply with the
covenants and agreements contained in this Article V, to wit:

     Section 5.1  Affirmative Covenants of the Seller. Prior to the Closing
Date, each Seller shall except as specifically contemplated by this Agreement:

     (a) operate and conduct the Business only in the ordinary course,
consistent with past practice, including, without limitation, the continuation
of existing insurance coverages;

     (b) preserve intact Zapata Sub's and Zapata Partnership's existence,
business organization, Business, Assets and Governmental Authorizations;

     (c) promptly notify the Purchasers upon obtaining knowledge of any material
default or event of default under any of the Contracts and promptly notify and
provide copies to the Purchasers of any material written communications
concerning such default; and

     (d) comply with all material Governmental Requirements applicable to Seller
and the conduct of the Business except where the failure to do so would not have
a Material Adverse Effect.

     Section 5.2  Negative Covenants of Zapata Sub and Zapata Partnership.
Except with the prior written consent of the Purchasers or as otherwise
specifically permitted by this Agreement, Zapata Sub and Zapata Partnership
shall not, from the date of this Agreement to the Closing Date:

     (a) make any amendment to its, as applicable, Certificate of Incorporation,
Bylaws, certificate of limited partnership or partnership agreement;

     (b) make any change in accounting methods except as may be required by
applicable law or GAAP and after written notice to the Purchasers;

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