Common use of Buyer’s Covenants Clause in Contracts

Buyer’s Covenants. (a) From the Closing Date through the date of the Second Closing, Buyer shall allow Sellers, upon reasonable notice and during normal business hours, to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operations. (b) At all times from the Closing Date to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventory, with the location accessible and documented, and designated as Sellers' property on Buyer's inventory systems and records. (c) Prior to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with Sellers. (d) Risk of loss with respect to the Negotiated Inventory shall pass to Buyer on the Closing Date, and Buyer shall have an insurable interest therein. Buyer shall use commercially reasonable efforts to preserve and protect the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons arising out of the handling, storage, preservation or use of the Negotiated Inventory while situated at the Real Property and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconduct, Buyer shall have no liability under this SECTION 2.9(d) for any loss, damage or injury to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of Buyer.

Buyer’s Covenants. Buyer covenants and agrees: (a) From to make its policies, procedures and practices regarding compliance with the Closing Date through the date of the Second ClosingOrders, Buyer shall allow Sellersif any, upon reasonable notice available to Sellers for their review and inspection during normal business hours, to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operationshours and upon reasonable prior notice. (b) At all times from that if Buyer obtains knowledge that Buyer or any of its beneficial owners becomes listed on the Closing Date Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be)money laundering, Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventory, with the location accessible and documentedimmediately notify Sellers in writing, and designated as Sellers' property on in such event, Sellers shall have the right to terminate this Contract without penalty or liability to Buyer immediately upon delivery of written notice thereof to Buyer's inventory systems and records. (c) Prior that Buyer shall continue to use commercially reasonable and diligent efforts to assume the date Existing Loans on terms and conditions reasonably acceptable to Buyer; provided, that Buyer is not required to agree to any material change of any term of any Existing Loans document as a condition to Lenders' approval of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with SellersAssumption. (d) Risk of loss with respect Buyer will forward to Lenders, or a third party entity designated by Lenders, if applicable, the documentation and information requested in the loan assumption package, within 10 days after the Effective Date. Buyer acknowledges that Seller has caused Lenders to deliver to Buyer Lenders' loan assumption package prior to the Negotiated Inventory Effective Date. (e) Buyer will, within 10 days after the Effective Date, if required by Lenders, (i) provide to the Lenders organizational documents of the Buyer's borrowing entity (BUYER'S BORROWER), (ii) provide to the Lenders financial statements of Buyer's Borrower, (iii) authorize the Lenders to conduct credit reports on the Buyer's Borrower, (iv) authorize the Lenders to contact other Lenders who hold loans from entities related to Buyer's Borrower, (v) execute and return the application for the assumption of the Existing Loans on the Lenders' approved form, and (vi) pay one-half (1/2) all processing fees and other expenses required by the Lenders and Seller shall pass pay one-half (1/2) all processing fees and other expenses required by the Lenders. (f) Buyer will respond timely to all requests from Lenders, but in no event later than 5 business days and will deliver copies of all correspondence (other than correspondence consisting of financial statements and financial condition, or correspondence deemed by Buyer to be confidential to Buyer or its Affiliates) between Buyer, Lenders, and any agent of Lenders to Seller as soon as reasonably practicable. (g) Buyer shall not initiate employment conversations with Seller's manager's employees until after the earlier of (i) three (3) business days prior to the Closing Date and (ii) January 17, 2004. (h) as additional consideration for the sale of the Properties, on the Closing Date, and Buyer shall have grant to JPI Investment Company, L.P., a Texas limited partnership (JPIIC) warrants (the WARRANTS) to acquire 250,000 shares of the common stock of the REIT at an insurable interest thereinexercise price of 103% of the per share price at which the Common Stock of the REIT is offered to the public in the Public Offering before any discounts or fees paid to underwriters. The Warrants shall be evidenced by a Warrant Agreement in the form attached hereto as EXHIBIT V, which shall be executed and delivered by Buyer to JPIIC on the Closing Date (and which Warrant Agreement shall provide that the Warrants shall be fully exercisable from one year after the Closing Date until February 28, 2007). (i) in the event Sellers elect under the provisions of SECTION 1.2 hereof to receive any Units, Buyer shall use commercially reasonable efforts deliver at Closing to preserve Seller and protect the Negotiated Inventory and shall indemnify Sellers from any loss or damage theretoDesignated Owners an enforceable commitment (the LIQUIDITY COMMITMENT) whereby Buyer agrees to lend to the respective holder of the Units an amount equal to not more than seventy-five percent (75%) of the value of the respective Units, the further terms of which are set forth in the Liquidity Loan Documents (hereinafter defined). Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons Any such loan arising out of the handlingLiquidity Commitment shall be evidenced by documents (the LIQUIDITY LOAN DOCUMENTS) attached hereto as EXHIBIT P. If Seller elects under the provisions of SECTION 1.2(c)(III) hereof, storageto acquire Units at Closing and if the Liquidity Commitment is delivered at Closing, preservation or use Buyer's obligation to pay, as its share of the Negotiated Inventory while situated at closing costs, 50% of the Real Property negative arbitrage for the RAIT Loan shall be waived and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconduct, Buyer such cost shall have no liability under this SECTION 2.9(d) for any loss, damage or injury to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of Buyerbe fully borne by Seller.

Buyer’s Covenants. Buyer covenants and agrees: (a) From to make its policies, procedures and practices regarding compliance with the Closing Date through the date of the Second ClosingOrders, Buyer shall allow Sellersif any, upon reasonable notice available to Sellers for their review and inspection during normal business hours, to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operationshours and upon reasonable prior notice. (b) At all times from that if Buyer obtains knowledge that Buyer or any of its beneficial owners becomes listed on the Closing Date Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be)money laundering, Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventory, with the location accessible and documentedimmediately notify Sellers in writing, and designated as Sellers' property on in such event, Sellers shall have the right to terminate this Contract without penalty or liability to Buyer immediately upon delivery of written notice thereof to Buyer's inventory systems and records. (c) Prior that Buyer shall continue to use commercially reasonable and diligent efforts to assume the date Existing Loans on terms and conditions reasonably acceptable to Buyer; provided, that Buyer is not required to agree to any material change of any term of any Existing Loans document as a condition to Lenders' approval of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with SellersAssumption. (d) Risk of loss with respect Buyer will forward to Lenders, or a third party entity designated by Lenders, if applicable, the documentation and information requested in the loan assumption package, within 10 days after the Effective Date. Buyer acknowledges that Seller has caused Lenders to deliver to Buyer Lenders' loan assumption package prior to the Negotiated Inventory shall pass to Effective Date. (e) Buyer on will, within 10 days after the Closing Effective Date, and Buyer shall have an insurable interest therein. Buyer shall use commercially reasonable efforts if required by Lenders, (i) provide to preserve and protect the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons arising out Lenders organizational documents of the handlingBuyer's borrowing entity (BUYER'S BORROWER), storage, preservation or use of (ii) provide to the Negotiated Inventory while situated at the Real Property and titled to Sellers; PROVIDED, HOWEVER, that except in case Lenders financial statements of Buyer's gross negligence Borrower, (iii) authorize the Lenders to conduct credit reports on the Buyer's Borrower, (iv) authorize the Lenders to contact other Lenders who hold loans from entities related to Buyer's Borrower, (v) execute and return the application for the assumption of the Existing Loans on the Lenders' approved form, and (vi) pay one-half (1/2) all processing fees and other expenses required by the Lenders and Seller shall pay one-half (1/2) all processing fees and other expenses required by the Lenders. (f) Buyer will respond timely to all requests from Lenders, but in no event later than 5 business days and will deliver copies of all correspondence (other than correspondence consisting of financial statements and financial condition, or willful misconductcorrespondence deemed by Buyer to be confidential to Buyer or its Affiliates) between Buyer, Lenders, and any agent of Lenders to Seller as soon as reasonably practicable. (g) Buyer shall have no liability under this SECTION 2.9(ddeliver the executed Tenant Notice Letters to all tenants within ten (10) for any loss, damage or injury days after Closing. This provision shall survive Closing. (h) Buyer shall not initiate employment conversations with Seller's manager's employees until after the earlier of (i) three (3) business days prior to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of Buyer(ii) January 17, 2004.

Buyer’s Covenants. (a) From 9.1 Buyers shall procure that each Acquired Company incorporated in Sweden will discharge each of the board members and managing directors that, due to the transactions contemplated by the Agreement, resigned or were removed on or before the Closing Date through from liability for the time period until the Closing Date (or the earlier date of their respective resignation or removal) at the next annual shareholders’ meetings in such Acquired Companies, provided that the auditor of such Acquired Company recommends that such discharge is granted. The same shall apply as regards deputy board members and deputy managing directors if applicable. 9.2 Buyers undertake that they shall not, and shall procure that the Acquired Companies and any other Buyers’ Affiliates shall not, bring any claims (other than for fraud or gross negligence) against any board members, deputy board members, managing directors or deputy managing directors that, due to the transactions contemplated by the Agreement, resigned or were removed from any Acquired Company on or before the Closing Date. 9.3 Buyers shall procure that immediately following Closing, Seller, its Affiliates (excluding the Acquired Companies), Altor and SHB shall be unconditionally and irrevocably released in full from their respective obligations under any guarantee, indemnity, support letter or other contingent obligation given or undertaken by any of them in relation to or arising out of any obligations or liabilities of any Acquired Company listed on Schedule 9.3 and any similar bank guarantees given by SHB in the ordinary course of business, subject to Clause 6.1(j), after the date of this Agreement in relation to or arising out of any obligations or liabilities of any Acquired Company to the Second Closing, Buyer shall allow Sellers, upon reasonable notice and during normal business hours, extent Buyers have been notified of such additional bank guarantees no later than three (3) Business Days prior to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operations. (b) At all times from the Closing Date (the “Commitments”) which shall not have been released on or prior to the date of the Second Closing Closing, each such release to be in form and substance reasonably satisfactory to Seller, Altor and/or SHB (or the date of the purchase of an Inventory Portion, as the case may beapplicable), Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventory, and enter into replacement obligations with the location accessible and documented, and designated as Sellers' property on Buyer's inventory systems and recordsrelevant counterparty to such Commitments. 9.4 Buyers undertake to indemnify and hold Seller, its Affiliates (c) Prior to excluding the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may beAcquired Companies), Buyer shall provide Altor and SHB harmless from and against all Losses suffered or incurred by any of them after Closing in relation to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with Sellers. (d) Risk of loss with respect to the Negotiated Inventory shall pass to Buyer on the Closing Date, and Buyer shall have an insurable interest therein. Buyer shall use commercially reasonable efforts to preserve and protect the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons arising out of the handlingCommitments, storageto the extent that the Commitments are not released (or replaced by Buyers) at or prior to Closing. 9.5 Buyers shall not, preservation and shall procure that the Acquired Companies shall not, carry out any environmental sampling, testing or use other similar measures on any property of the Negotiated Inventory while situated at the Real Property Acquired Companies or Seller’s Group unless and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconduct, Buyer shall have no liability under this SECTION 2.9(d) for any loss, damage or injury to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage only to the Negotiated Inventory extent such measures (a) have been imposed by any authority or similar body on a non-solicited basis (including follow-on testing resulting therefrom); (b) are required due to provisions of mandatory Environmental Law requiring such action; or (c) are required by any Contract entered into by an Acquired Company prior to Closing. Notwithstanding the foregoing, Buyers and the Acquired Companies may carry out (x) the study described in an amount sufficient Schedule 9.5; and (y) environmental sampling, testing or other similar measures imposed by any authority or similar body on a non-solicited basis or required due to protect provisions of mandatory Environmental Law requiring such action in conjunction with normal maintenance of structures and improvements at any property of the full interest Acquired Companies or Seller’s Group or for the expansion of Sellers in structures or construction of new structures on any property of the Negotiated Inventory that are in possession of BuyerAcquired Companies or Seller’s Group.

Buyer’s Covenants. Buyer covenants and agrees that from and after the execution and delivery of this Agreement: (a) From Buyer (or its designee) shall keep complete and accurate books and records in connection with the Closing Date through payments of Acquired Interest rendered to Buyer hereunder. Seller shall have the date of the Second Closing, Buyer shall allow Sellers, upon reasonable notice right to appoint a certified public accountant to examine Buyer’s books and during normal business hours, to enter onto the Real Property records solely for the purpose of inspecting verifying the Additional Assets, provided, however, that accuracy of such payments within two (2) years after the date of the applicable payment is rendered to Buyer hereunder. Buyer shall provide Sellers with advance written notice of its intent to examine Buyer’s books and records no less than thirty (30) days prior to the commencement of such examination. Any such examination shall cooperate with Buyer to insure that any such inspection be conducted at Seller’s own cost and expense and shall not adversely affect occur more than once per calendar year, at reasonable business hours agreed to between the conduct of Buyer's business operationsparties at the place where such books and records are kept. (b) At all times If Buyer is receiving the Acquired Interest directly from Aftermath and/or UMG, Buyer shall provide Sellers with prompt written notice (email sufficing) upon receiving the Closing Date to the date of the Second Closing Acquired Interest from Aftermath and/or UMG. Upon Seller’s written request (or the date of the purchase of an Inventory Portion, as the case may beemail sufficing), Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventory, provide Seller with the location accessible amount of the Royalty Payments received by Buyer, together with a true and documented, and designated as Sellers' property on Buyer's inventory systems and recordscomplete of the account statement in connection therewith. (c) Prior to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall provide Sellers prompt written notice (email sufficing) to Sellers at Seller upon receiving any time upon Sellers' request any and all documents and other evidence (includingnotice, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one claim or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any assertion from a third party that title reasonably relates to this Agreement or the Negotiated Inventory remains with SellersAcquired Interest, or the underlying Content, Royalty Agreement and/or Royalty Payments in connection therewith, which notice to Seller(s) shall include all information and correspondence received by Buyer which may legally be provided. (d) Risk of loss with respect to the Negotiated Inventory shall pass to Buyer on the Closing Date, and Buyer shall have an insurable interest therein. Buyer shall use commercially reasonable efforts to preserve and protect notify Seller of any claim or assertion by a third party that the Negotiated Inventory and shall indemnify Sellers from Royalty Agreement or the Royalty Payments pursuant thereto, or any loss portion thereof, infringes or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against otherwise violates the rights of any injury, loss or damage to persons arising out of the handling, storage, preservation or use of the Negotiated Inventory while situated at the Real Property and titled to Sellers; PROVIDED, HOWEVER, that except third party. (e) Except as provided in case of Buyer's gross negligence or willful misconductSection 13(e), Buyer shall have no liability under this SECTION 2.9(d) for not take or fail to take any loss, damage action that shall cause or injury to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers result in the Negotiated Inventory that are Acquired Interest being payable to another party, including without limitation assignment or contribution of this Agreement or any benefits or rights hereunder, but the foregoing shall not prohibit Buyer from including the Acquired Interest among its assets as collateral in possession future debt financings of Buyer.

Buyer’s Covenants. Buyer covenants and agrees: (a) From to make its policies, procedures and practices regarding compliance with the Closing Date through the date of the Second ClosingOrders, Buyer shall allow Sellersif any, upon reasonable notice available to Sellers for their review and inspection during normal business hours, to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operationshours and upon reasonable prior notice. (b) At all times from that if Buyer obtains knowledge that Buyer or any of its beneficial owners becomes listed on the Closing Date Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be)money laundering, Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventory, with the location accessible and documentedimmediately notify Sellers in writing, and designated as Sellers' property on in such event, Sellers shall have the right to terminate this Contract without penalty or liability to Buyer immediately upon delivery of written notice thereof to Buyer's inventory systems and records. (c) Prior that Buyer shall continue to use commercially reasonable and diligent efforts to assume the date Existing Loans on terms and conditions reasonably acceptable to Buyer; provided, that Buyer is not required to agree to any material change of any term of any Existing Loans document as a condition to Lenders' approval of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with SellersAssumption. (d) Risk of loss with respect Buyer will forward to Lenders, or a third party entity designated by Lenders, if applicable, the documentation and information requested in the loan assumption package, within 10 days after the Effective Date. Buyer acknowledges that Seller has caused Lenders to deliver to Buyer Lenders' loan assumption package prior to the Negotiated Inventory Effective Date. (e) Buyer will, within 10 days after the Effective Date, if required by Lenders, (i) provide to the Lenders organizational documents of the Buyer's borrowing entity (BUYER'S BORROWER), (ii) provide to the Lenders financial statements of Buyer's Borrower, (iii) authorize the Lenders to conduct credit reports on the Buyer's Borrower, (iv) authorize the Lenders to contact other Lenders who hold loans from entities related to Buyer's Borrower, (v) execute and return the application for the assumption of the Existing Loans on the Lenders' approved form, and (vi) pay one-half (1/2) all processing fees and other expenses required by the Lenders and Seller shall pass pay one-half (1/2) all processing fees and other expenses required by the Lenders. (f) Buyer will respond timely to all requests from Lenders, but in no event later than 5 business days and will deliver copies of all correspondence (other than correspondence consisting of financial statements and financial condition, or correspondence deemed by Buyer to be confidential to Buyer on or its Affiliates) between Buyer, Lenders, and any agent of Lenders to Seller as soon as reasonably practicable. (g) Buyer shall deliver the executed Tenant Notice Letters to all tenants within ten (10) days after Closing. This provision shall survive Closing. (h) Buyer shall not initiate employment conversations with Seller's manager's employees until after the earlier of (i) three (3) business days prior to the Closing DateDate and (ii) January 17, and 2004. (i) In the event Sellers elect under the provisions of SECTION 1.2 hereof, to receive any Units, Buyer shall have deliver at Closing to Seller and the Designated Owners an insurable interest thereinenforceable commitment (the LIQUIDITY COMMITMENT) whereby the Buyer agrees to lend to the respective holder of the Units an amount equal to not more than seventy-five percent (75%) of the value of the respective Units, the further terms of which are set forth in the Liquidity Loan Documents (hereinafter defined). Buyer shall use commercially reasonable efforts to preserve and protect the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons Any such loan arising out of the handlingLiquidity Commitment shall be evidenced by documents (the LIQUIDITY LOAN DOCUMENTS) attached hereto as EXHIBIT P. If Seller elects, storageunder the provisions of SECTION 1.2(c)(II) hereof, preservation or use to acquire any Units at Closing and if the Liquidity Commitment is delivered at Closing, Buyer's obligation to pay, as its share of the Negotiated Inventory while situated at closing costs, 50% of the Real Property negative arbitrage for the RAIT Loan shall be waived and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconduct, Buyer such cost shall have no liability under this SECTION 2.9(d) for any loss, damage or injury to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of Buyerbe fully borne by Seller.

Buyer’s Covenants. (a) From Buyer agrees (i) in the Closing Date through case of Excluded Assets received or held by it that constitute cash, promptly to pay to Seller such Excluded Asset or proceeds and (ii) in the date case of the Second Closingother Excluded Assets received or held by it promptly to make available for delivery to Seller such Excluded Asset, Buyer shall allow Sellers, upon reasonable notice and during normal business hours, together with any endorsements necessary to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyerreflect Seller's business operationsownership interests therein. (b) At Buyer agrees that for a period of ninety (90) days following the Closing, it will collect all times accounts receivable owed by Customers, which accounts are included in the Assets, using collection efforts consistent with Buyer's own collection procedures and practices for its own accounts receivable. Nothing in the preceding sentence shall, however, be construed to permit Buyer to forgive any portion of any amount owed under any account receivable that constitutes an Excluded Asset in excess of ten percent (10%) of the total amount owed under such account receivable, without the prior written consent of Seller. Buyer agrees that all amounts received from Customers will be applied to accounts receivable in accordance with the Closing Date to the invoice numbers indicated with such payments, or, if none, in chronological order by date of invoice. Following the Second Closing ninety (or the date of the purchase of an Inventory Portion, as the case may be90) day period referred to in this Section 8.02(b), Buyer may, but shall keep the Negotiated Inventory physically segregated from Buyernot be required to, reconvey any Account Receivable that remains outstanding to Seller and thereafter shall have no further obligation to collect such accounts and Seller may collect such reconveyed accounts receivable consistent with Seller's other inventory, with the location accessible past collection procedures and documented, and designated as Sellers' property on Buyer's inventory systems and recordspractices. (c) Prior Buyer agrees that it shall use reasonable efforts to preserve the date Records for a period of two years after the Closing Date at Buyer's expense. Until the second anniversary of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Date Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one Seller or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title its designee reasonable access to the Negotiated Inventory remains Records at such times as the Records are available to Buyer. Seller shall pay any access charges or other third-party fees incurred in connection with Sellers. (d) Risk of loss with respect Seller's access to the Negotiated Inventory shall pass to Buyer on the Closing Date, and Buyer shall have an insurable interest therein. Buyer shall use commercially reasonable efforts to preserve and protect the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons arising out of the handling, storage, preservation or use of the Negotiated Inventory while situated at the Real Property and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconduct, Buyer shall have no liability under this SECTION 2.9(d) for any loss, damage or injury to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of BuyerRecords.

Buyer’s Covenants. Buyer covenants as follows: (a) From from the Closing Date date hereof through the date expiration or termination of the Second Closingthis Agreement, Buyer shall allow Sellerscomply in all material respects with this Agreement and Applicable Laws. (b) Buyer will, upon reasonable notice at Seller’s expense, reasonably cooperate with Seller in opposing, and will not support any action of any regulatory body having jurisdiction thereover that could result in the modification or vitiation of any of the terms or conditions hereof or have any other material adverse effect on Seller, the Project or this Agreement. (c) Buyer shall not treat this Agreement for tax purposes as a lease of the Project rather than a service contract; Buyer shall not take an ownership interest in the Project during normal business hours, to enter onto the Real Property solely first five (5) Contract Years following the Commercial Operation Date (for the purpose avoidance of inspecting doubt, nothing in this Agreement permits Buyer to take an ownership interest in the Additional AssetsProject); and Buyer shall not take any action or inaction in breach of this Agreement or otherwise fail to obtain transmission service in a manner that would prevent the Project from being placed in service for tax purposes prior to the Default Commercial Operation Date. (d) Buyer covenants that from the date hereof through the expiration or termination of this Agreement, Buyer shall (i) establish and maintain FMPA Solar III Project Participant payment obligations pursuant to the FMPA Solar III Project Power Sales Contracts at amounts sufficient to meet FMPA’s costs and liabilities lawfully owed under this Agreement; (ii) deliver written Notice to Seller of (A) any defaults occurring under any FMPA Solar III Project Power Sales Contract that are not cured by the applicable cure period and (B) any changes to the list of FMPA Solar III Project Participants set forth in Exhibit K; and (iii) not agree to any amendment, modification or alteration of any FMPA Solar III Project Power Sales Contract that would materially adversely affect the FMPA Solar III Project Participant Covenants without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Buyer shall enforce the provisions of the FMPA Solar III Project Power Sales Contracts and duly perform its covenants and agreements thereunder; provided, however, that Sellers notwithstanding any provision of this Agreement to the contrary, in the event of the failure of an FMPA Solar III Project Participant to observe the FMPA Solar III Project Participant Covenants, such failure shall cooperate with be considered a Downgrade Event (without limiting Events of Default) and the sole and exclusive remedy of Seller for such failure shall be the delivery by Buyer to insure that any such inspection shall not adversely affect Seller of Performance Assurance in the conduct form of Buyer's business operations. (b) At all times from the Closing Date to the date a Letter of the Second Closing (Credit or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventory, with the location accessible and documented, and designated as Sellers' property on Buyer's inventory systems and records. (c) Prior to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with Sellers. (d) Risk of loss with respect to the Negotiated Inventory shall pass to Buyer on the Closing Date, and Buyer shall have an insurable interest therein. Buyer shall use commercially reasonable efforts to preserve and protect the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons arising out of the handling, storage, preservation or use of the Negotiated Inventory while situated at the Real Property and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconduct, Buyer shall have no liability under this SECTION 2.9(d) for any loss, damage or injury to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory cash in an amount sufficient equal to protect the full interest of Sellers in the Negotiated Inventory that are in possession then applicable amount of Buyer’s Performance Assurance. .

Buyer’s Covenants. (a) From the Closing Date through the date of the Second At Closing, Buyer shall allow Sellersexecute, upon and shall thereafter comply with the terms of, the Permit Operating Agreement, a copy of which is attached hereto as Exhibit D. (b) At Closing, an Affiliate of Buyer reasonably acceptable to Seller (“Performance Guarantor”) shall execute and deliver the Performance and Payment Guarantee, attached hereto as Exhibit I (the “Performance Guarantee”). To secure the full and punctual payment and performance by Buyer of all present and future obligations, liabilities, covenants and agreements required to be observed and performed or paid or reimbursed by Buyer relating to (i) the Purchased Permits and Replacement Bonds under or relating to this Agreement and/or the Permit Operating Agreement during the Interim Period and (ii) the Cotiga South Lease under or relating to this Agreement, in each case, including all costs, expenses and fees (including the reasonable notice fees and during normal business hoursexpenses of Seller’s counsel) in any way relating to the enforcement of Seller’s rights under this Agreement or the Permit Operating Agreement, as applicable (collectively, the “Secured Obligations”), Buyer hereby grants Seller a lien and continuing security interest in and to all of its right, title and interest in and to a deposit account to be established on or before the Closing Date at The Huntington National Bank, a national banking association, which is to provide security for the Secured Obligations, and agrees to enter onto into a Deposit Account Control Agreement (“DACA” or “Deposit Account Control Agreement”) in the Real Property solely form of Exhibit K Execution Version attached hereto. In the event that Buyer fails to timely perform the Secured Obligations, Seller may, after any notice required by, and any cure period provided for in, this Agreement or the Permit Operating Agreement, resort to the funds in the said deposit account to satisfy, and reimburse, the costs and expenses incurred by Seller as a result thereof. (c) Notwithstanding anything in this Agreement to the contrary, Buyer makes the following covenant with respect to the Cotiga South Lease for so long as CEI, or its Affiliate (“Cotiga South Guarantor”) is obligated as guarantor under Section 18(a) of the Cotiga South Lease: (i) Except upon prior written consent of Cotiga South Guarantor (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not (A) modify or amend the provisions contained in the Cotiga South Lease or (B) assign, transfer, convey, or otherwise set over any of its rights or obligations under the Cotiga South Lease, including by the sale of stock, merger, or other operation of law. Buyer shall promptly provide Cotiga South Guarantor with any notice of default or any other Material notice from any lessor or Governmental Body relating to the Cotiga South Lease. Seller shall promptly provide Buyer with any claim, demand or other notice received by Seller or Cotiga South Guarantor from any Third Party relating to the Cotiga South Lease or the Lease Guarantee Agreement applicable thereto. Buyer shall furnish to Cotiga South Guarantor quarterly evidence of all payments made under the Cotiga South Lease and all necessary production figures and associated pricing schedules including any related to recoupment for the purpose accurate verification thereof under the Cotiga South Lease. Buyer expressly assumes all duties and obligations related to the Cotiga South Lease and shall comply with all the expressed and implied covenants thereof. Buyer shall not do or permit to be done anything which would constitute a violation or breach of inspecting any term, condition, or provision of the Additional AssetsCotiga South Lease, or fail to take any action the result of which would be a violation or breach of any term, condition, or provision of the Cotiga South Lease. If Buyer becomes aware of any action or inaction that has been or may be deemed a breach of or default under the Cotiga South Lease, then Buyer shall promptly, but in no event shall such delay exceed five (5) Business Days, notify Cotiga South Guarantor, as the party giving a guarantee under the Cotiga South Lease, giving full details of such action or inaction and the recommended method to cure the breach or potential breach, and Buyer shall timely cure such breach or potential breach that Buyer is not disputing in good faith and provide written notice of such cure to Cotiga South Guarantor. In the event Buyer intends to dispute the breach or potential breach, the Parties shall meet within five (5) Business Days to discuss and attempt in good faith to agree on Buyer’s course of action; provided that, so long as Buyer’s planned course of action is not prohibited by the Cotiga South Lease or Applicable Law or Buyer has taken action (which may include the filing of a lawsuit) that (1) prohibits the lessor under the Cotiga South Lease from terminating the Cotiga South Lease or collecting damages against Cotiga South Guarantor as a result of such breach or potential breach, and (2) would not reasonably be expected to Materially increase the Liability of Seller or Cotiga South Guarantor with respect to such breach or potential breach, Buyer shall be permitted to determine the course of action in the event the Parties cannot agree; provided further, however, that, if, due to a failure to satisfy the foregoing proviso, Buyer is no longer permitted to determine the course of action in the event the Parties cannot agree, the Parties shall thereafter meet within five (5) Business Days to discuss and attempt in good faith to agree on a reasonable course of action that Buyer shall take in resolving the dispute. If Buyer fails to cure any breach under the Cotiga South Lease that Buyer is not disputing in good faith (X) within twenty (20) days’ notice thereof, or (Y) within such longer period of time as is permitted under the Cotiga South Lease to cure such breach (provided Buyer commences efforts to cure such breach within such 20-day period and thereafter diligently and in good faith pursues the curing of such breach), then Cotiga South Guarantor shall, at its discretion and election, and acting on Buyer’s behalf as agent in fact pursuant to the Power of Attorney (defined below), have the right to cure the breach in a manner that it deems appropriate, whether by paying a rental, royalty, or other payment or by any other method permitted under the Cotiga South Lease; provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection costs, Liability, Loss, or expenses shall not adversely affect be recoverable from the conduct of Buyer's business operationsfunds held pursuant to the DACA. (bii) At all times from the Closing Date to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be)Without limiting Buyer’s indemnity obligations under Article X, Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventoryindemnify Cotiga South Guarantor for any cost, with the location accessible and documentedLiabilities, Loss, and designated as Sellers' property on Buyer's inventory systems and records. (c) Prior expense of any kind or nature, known or unknown, foreseeable or unforeseeable, contingent or otherwise, Cotiga South Guarantor suffers from time to time related to the date of Cotiga South Lease as a result of, arising from or due to Cotiga South Guarantor’s guarantee obligation thereunder or under the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be)Lease Guarantee Agreement applicable thereto. At Closing, Buyer shall provide execute the Deposit Account Control Agreement relating to Sellers at a deposit account in the amount of five million dollars ($5,000,000) and Buyer shall cause the Performance Guarantor to execute the Performance Guarantee. In the event Cotiga South Guarantor incurs any time Material Loss or Material Liability as a result of Cotiga South Guarantor’s guarantee obligation under the Lease Guarantee Agreement applicable to the Cotiga South Lease, then, upon Sellers' request any and all documents and other evidence thirty (including, but not limited to, financing statements designed to give UCC-1 30) days’ written notice to third parties Buyer, Cotiga South Guarantor may in its sole discretion, if Buyer has not reimbursed Cotiga South Guarantor for such Material Loss or Material Liability within such thirty (30) day period, (A) surrender the Cotiga South Lease on behalf of Sellers' ownership Buyer as agent in fact pursuant to the Power of Attorney form attached hereto as Exhibit E-7 (the “Power of Attorney”); or (B) assign the Cotiga South Lease back to Cotiga South Guarantor or the designee of Cotiga South Guarantor’s choosing on behalf of Buyer as agent in fact pursuant to the Power of Attorney. If any of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one events set forth in subsections (A) or more third parties(B) and herein take any and all action as may be required or appropriate to prove or demonstrate to any third party that title place, Cotiga South Guarantor shall have full authority, in its discretion, subject to the Negotiated Inventory remains terms of the DACA and this Agreement, to immediately execute on the funds held pursuant to the DACA in the amount of Losses incurred as of such time; provided that, the proceeds therefrom shall be applied immediately, and thereafter from time to time as Cotiga South Guarantor incurs additional costs and expenses, to reimburse Cotiga South Guarantor for its unreimbursed, out-of-pocket costs and expenses incurred up to such date under the Lease Guarantee Agreement applicable to the Cotiga Execution Version South Lease, including those incurred in connection with Sellerscuring any breach of the Cotiga South Lease, surrendering the Cotiga South Lease or paying any payments associated with such surrender. (d) Risk To secure the full and punctual payment and performance by Buyer of loss all present and future obligations, liabilities, covenants and agreements required to be observed and performed or paid or reimbursed by Buyer relating to (i) the Cotiga North/Association Leases and (ii) the CAT Equipment, the New CAT Financing and/or the CAT Equipment Lease, in each case, including all costs, expenses and fees (including the reasonable fees and expenses of Seller’s counsel) in any way relating to the enforcement of Seller’s rights under this Agreement or any of the other agreements listed herein (the “Cotiga North and CAT Obligations”), Buyer agrees that, at Closing, Buyer shall cause the Performance Guarantor to execute the Performance Guarantee. In the event that Buyer fails to timely perform any of the Cotiga North and CAT Obligations, Seller may, after any notice required by, and any cure period provided for in, this Agreement, resort to the Performance Guarantee. (e) Notwithstanding anything in this Agreement to the contrary, Buyer makes the following covenant with respect to the Negotiated Inventory Cotiga North/Association Leases for so long as CEI, or its Affiliate (“Cotiga North Guarantor”) is obligated as guarantor under Section 18(a) of any of the Cotiga North/Association Leases: (i) Except upon prior written consent of Cotiga North Guarantor (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall pass not (A) modify or amend the provisions contained in any of the Cotiga North/Association Leases or (B) assign, transfer, convey, or otherwise set over any of its rights or obligations under any of the Cotiga North/Association Leases, including by the sale of stock, merger, or other operation of law. Buyer shall promptly provide Cotiga North Guarantor with any notice of default or any other Material notice from any lessor or Governmental Body relating to any of the Cotiga North/Association Leases. Seller shall promptly provide Buyer on with any claim, demand or other notice received by Seller or Cotiga North Guarantor from any Third Party relating to any of the Closing DateCotiga North/Association Leases or the applicable Lease Guarantee Agreement. Buyer shall furnish to Cotiga North Guarantor quarterly evidence of all payments made under all of the Cotiga North/Association Leases and all necessary production figures and associated pricing schedules including any related to recoupment for the accurate verification thereof under all of the Cotiga North/Association Leases. Buyer expressly assumes all duties and obligations related to all of the Cotiga North/Association Leases and shall comply with all the expressed and implied covenants thereof. Buyer shall not do or permit to be done anything which would constitute a violation or breach of any term, condition, or provision of any of the Cotiga North/Association Leases, or fail to take any action the result of which would be a violation or breach of any term, condition, or provision of any of the Cotiga North/Association Leases. If Buyer becomes aware of any action or inaction that has been or may be deemed a breach of or default under any of the Cotiga North/Association Leases, then Buyer shall promptly, but in no event shall such delay exceed five (5) Business Days, notify Cotiga North Guarantor, as the party Execution Version giving a guarantee under any of the Cotiga North/Association Leases, giving full details of such action or inaction and the recommended method to cure the breach or potential breach, and Buyer shall have an insurable interest thereintimely cure such breach or potential breach that Buyer is not disputing in good faith and provide written notice of such cure to Cotiga North Guarantor. In the event Buyer intends to dispute the breach or potential breach, the Parties shall use commercially reasonable efforts meet within five (5) Business Days to preserve discuss and protect attempt in good faith to agree on Buyer’s course of action; provided that, so long as Buyer’s planned course of action is not prohibited by the Negotiated Inventory applicable Cotiga North/Association Lease(s) or Applicable Law or Buyer has taken action (which may include the filing of a lawsuit) that (1) prohibits the lessor under the applicable Cotiga North/Association Lease(s) from terminating the applicable Cotiga North/Association Lease(s) or collecting damages against Cotiga North Guarantor as a result of such breach or potential breach, and shall indemnify Sellers from any loss (2) would not reasonably be expected to Materially increase the Liability of Seller or damage thereto. Cotiga North Guarantor with respect to such breach or potential breach, Buyer shall be responsible for permitted to determine the course of action in the event the Parties cannot agree; provided further, however, that, if, due to a failure to satisfy the foregoing proviso, Buyer is no longer permitted to determine the course of action in the event the Parties cannot agree, the Parties shall thereafter meet within five (5) Business Days to discuss and attempt in good faith to agree on a reasonable course of action that Buyer shall indemnify, defend and hold Sellers harmless against take in resolving the dispute. If Buyer fails to cure any injury, loss or damage to persons arising out breach under any of the handlingCotiga North/Association Leases that Buyer is not disputing in good faith (X) within twenty (20) days’ notice thereof, storageor (Y) within such longer period of time as is permitted under the applicable Cotiga North/Association Lease(s) to cure such breach (provided Buyer commences efforts to cure such breach within such 20-day period and thereafter diligently and in good faith pursues the curing of such breach), preservation then Cotiga North Guarantor shall, at its discretion and election, and acting on Buyer’s behalf as agent in fact pursuant to the Power of Attorney, have the right to cure the breach in a manner that it deems appropriate, whether by paying a rental, royalty, or use of other payment or by any other method permitted under the Negotiated Inventory while situated at the Real Property and titled to Sellersapplicable Cotiga North/Association Lease(s); PROVIDEDprovided, HOWEVERhowever, that except in case of any such costs, Liability, Loss, or expenses shall be recoverable pursuant to the Performance Guarantee. (ii) Without limiting Buyer's gross negligence or willful misconduct’s indemnity obligations under Article X, Buyer shall have no liability under this SECTION 2.9(d) indemnify Cotiga North Guarantor for any losscost, damage Liabilities, Loss, and expense of any kind or injury nature, known or unknown, foreseeable or unforeseeable, contingent or otherwise, Cotiga North Guarantor suffers from time to time related to any employee of the Cotiga North/Association Leases as a result of, arising from or agent due to Cotiga North Guarantor’s guarantee obligation thereunder or under the applicable Lease Guarantee Agreement. At Closing, Buyer shall cause the Performance Guarantor to execute the Performance Guarantee. In the event Cotiga North Guarantor incurs any Material Loss or Material Liability as a result of any LTV Party. Cotiga North Guarantor’s guarantee obligation under the applicable Lease Guarantee Agreement, then, upon thirty (30) days’ written notice to Buyer, at Cotiga North Guarantor may in its expensesole discretion, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss if Buyer has not reimbursed Cotiga North Guarantor for such Material Loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of Buyer.Material Liability within such thirty Execution Version

Buyer’s Covenants. Buyer covenants as follows: (a) From At no cost to Buyer, Buyer will cooperate with Seller and use its commercially reasonable efforts to assist Seller in obtaining the Closing Date through landlord consents set forth on Schedule 4.1(d), estoppel certificates, the date Apache Mall Extension and the third party consents set forth in Section 5.1(f) of the Second Closing, Buyer shall allow Sellers, upon reasonable notice and during normal business hours, to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operationsDisclosure Schedule. (b) At all times from the Closing Date or prior to the date of the Second Closing (or the date of the purchase of an Inventory PortionClosing, as the case may be)applicable, Buyer shall keep or its Affiliates will satisfy the Negotiated Inventory physically segregated from Buyer's other inventory, with the location accessible and documented, and designated as Sellers' property requirements set forth on Buyer's inventory systems and recordsSchedule 7.2(b) of this Agreement. (c) Prior If Seller, (or any Affiliate of Seller that has guaranteed Seller’s obligations) has any continuing material financial or other obligation, whether contingent or otherwise, under any Real Property Lease after the Closing Date, neither Buyer nor any of its Affiliates shall renew such Real Property Lease, without the express prior written consent of Seller (or the applicable Affiliate), which consent shall be at Seller’s (or the applicable Affiliate’s) sole and absolute discretion; provided, however, that no such consent shall be required in connection with a renewal of such Real Property Lease (i) where, by the express terms of such renewal, Seller (and any such Affiliate) is not liable with respect to matters arising on or after the commencement date of such renewal period and Buyer provides a copy of such renewal or amendment of the Real Property Lease to Seller, which renewal or amendment shall include a confirmation by Landlord that there are no outstanding defaults under the Real Property Lease or (ii) pursuant to existing options or renewal terms that, in each case, contain either (A) the same terms and conditions as existed in, or contemplated by, such Real Property Lease immediately prior to the Closing or (B) terms and conditions that, neither individually nor in the aggregate, create additional monetary or non-monetary obligations, contingent or otherwise, on Seller or the applicable affiliate. If Buyer so requests Seller’s consent, the request shall be in writing specifying the terms of the renewal; the duration of said desired renewal; the date same is to occur; the exact location of the space affected thereby and the proposed rentals on a square foot basis chargeable thereunder. Such request for Seller’s consent shall be submitted to Seller at least thirty (30) days in advance of the date on which Buyer desires to make such renewal and the failure of Seller to notify Buyer in writing of Seller’s disapproval of such request within such thirty (30) day period shall be deemed to constitute Seller’s consent thereto; provided, that, Buyer’s request must include the following language in bold-face type: “Please note that failure to respond to this request within 30 days of the date of the Second Closing (or the date this notice will result in automatic approval of the purchase of an Inventory Portion, our request to renew this lease and may result in your continuing liability for our obligations under this lease as the case may be), Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with Sellersa guarantor.” (d) Risk Buyer and its Affiliates will continue to use the point of loss with respect sale systems in the Restaurants for a minimum of two weeks after the Closing in substantially the same manner as used prior to the Negotiated Inventory shall pass to Closing. (e) From and after the Closing, Buyer on the Closing Date, and Buyer shall have an insurable interest therein. Buyer shall use will make commercially reasonable efforts to preserve promptly forward all correspondence or other legal notices addressed to Seller that relate to events prior to the Closing and protect the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. Buyer shall be responsible for and shall indemnifywhich do not constitute Assumed Liabilities; provided, defend and hold Sellers harmless against any injury, loss or damage to persons arising out of the handling, storage, preservation or use of the Negotiated Inventory while situated at the Real Property and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconductthat, Buyer shall have no liability under this SECTION 2.9(d) not be liable to Seller for any lossdamages caused in whole or part by failure of Buyer to promptly forward any correspondence or legal notices addressed to Seller. For purposes of clarification, damage the foregoing limitation of liability shall not limit or injury to any employee or agent affect the provisions set forth in Section 6.6(c) and (d) of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of Buyerthis Agreement.

Buyer’s Covenants. (a) From Buyer covenants as follows: a. Buyer will cooperate with Seller and use its commercially reasonable efforts to assist Seller in obtaining any third party consents necessary for Seller to assign Buyer the Closing Date through the date of the Second Closing, Buyer shall allow Sellers, upon reasonable notice Assumed Contracts and during normal business hours, to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operationsLeases. (b) b. At all times from the Closing Date or prior to the date of the Second Closing (or the date of the purchase of an Inventory PortionClosing, as the case may be)applicable, Buyer shall keep or its Affiliates will satisfy the Negotiated Inventory physically segregated from Buyer's other inventory, with the location accessible and documented, and designated as Sellers' property requirements set forth on Buyer's inventory systems and recordsSchedule 7.2(b) of this Agreement. (c) Prior to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), c. Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with Sellers. (d) Risk of loss with respect to the Negotiated Inventory shall pass to Buyer on the Closing Date, and Buyer shall have an insurable interest therein. Buyer shall will use commercially reasonable efforts to preserve cause the Landlords to release Seller and protect the Negotiated Inventory and shall indemnify Sellers its Affiliates from any loss guarantees, tenant liabilities or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons arising out of the handling, storage, preservation or use of the Negotiated Inventory while situated at other contingent liabilities under the Real Property Leases for the period of time from and titled after Closing. d. If Seller, Franchisor or any of their respective Affiliates has any continuing financial or other obligation, whether contingent or otherwise, under any Real Property Lease after the Closing Date, neither Buyer nor any of its Affiliates shall (i) assign or transfer any such Real Property Leases, lease or the leasehold estate constituting any portion of the Assets; or (ii) renew or extend any Real Property Lease (except pursuant to Sellersthe terms of existing options under such Real Property Lease as of the Closing), sublease or allow any person other than Buyer or Franchisor, its employees, agents, servants, invitees and designees to occupy or use the Restaurant premises or any portion thereof, without, in each such case, either procuring the release of the Seller, Franchisor or any of their respective Affiliates, as applicable, from the continuing obligation from and after the date of the assignment, transfer, renewal, extension or sublease or obtaining the express prior written consent of Seller, which consent shall be at Seller’s sole and absolute discretion. Any attempt to do any of the foregoing without such written consent shall be null and void. If Buyer requests Seller’s consent, the request will be in writing specifying the renewal or extension; PROVIDEDthe identity of the proposed assignee or sub-lessee; the duration of said desired sublease, HOWEVERrenewal or extension; the date same is to occur; the exact location of the space affected thereby and the proposed rentals on a square foot basis chargeable thereunder. Such request for Seller’s consent shall be submitted to Seller at least fifteen (15) days in advance of the date on which Buyer desires to make such renewal, assignment or sublease or allow such occupancy or use or other action that except requires Seller’s consent. e. Buyer and its Affiliates will continue to use the point of sale systems in case the Restaurants for a minimum of Buyer's gross negligence or willful misconducttwo weeks after the Closing in substantially the same manner as used prior to the Closing. f. From and after the Closing, Buyer shall have will continue to implement and report the results of the product and/or program tests described on Schedule 7.2(f) with respect to the Restaurants for the time periods and pursuant to the parameters specified on Schedule 7.2(f). g. From and after the Closing, Buyer will promptly forward (but in no liability under this SECTION 2.9(devent more than five (5) business days after receipt) all correspondence or other legal notices addressed to Seller that relate to events occurring prior to the Closing and which do not constitute Assumed Liabilities. h. On or before March 31, 2013, Buyer will complete the remodel of Restaurant #58023 (Cascade/Grand Rapids) required pursuant to the terms of the Real Property Lease for such Restaurant. i. Any contact made with a Landlord by Buyer and any loss, damage or injury negotiations entered into between Buyer and a Landlord prior to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date will be made and thereafter shall keep conducted in strict compliance with the terms of that certain letter agreement, dated as of May 17, 2012, between King Venture, Inc. and maintain "all risks" insurance against physical loss Seller. Buyer acknowledges and agrees that any breach of such letter agreement by Buyer, King Venture, Inc. or damage to their respective representatives will be deemed a breach of the Negotiated Inventory covenant made by Buyer in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of Buyerthis Section 7.2(i).

Buyer’s Covenants. Buyer covenants and agrees: (a) From that Buyer shall use commercially reasonable and diligent efforts to assume the Closing Date through Existing Loan on the date terms and conditions stated in the Existing Loan documents, together with any additional terms and conditions reasonably required by the Existing Lender and reasonably acceptable to Buyer; provided, that Buyer is not required to agree to any material change of any term of the Second Closing, Buyer shall allow Sellers, upon reasonable notice and during normal business hours, Existing Loan document as a condition to enter onto Lenders' approval of the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operationsAssumption. (b) At all times from Buyer will forward to Lender, or a third party entity designated by Lender, if applicable, the Closing Date to documentation and information requested in Lender's loan assumption package on or before the date (the "ASSUMPTION SUBMISSION DATE") that is ten (10) days after the later of the Second Closing (i) Effective Date or (ii) the date of the purchase of an Inventory Portion, as the case may be), that Seller delivers to Buyer shall keep the Negotiated Inventory physically segregated from BuyerLender's other inventory, with the location accessible and documented, and designated as Sellers' property on Buyer's inventory systems and recordsloan assumption package. (c) Prior Buyer will on or before the Assumption Submission Date, if required by Lender, (i) provide to Lender organizational documents of Buyer, (ii) provide to Lender financial statements of Buyer, (iii) authorize Lender to conduct credit reports on Buyer, (iv) authorize Lender to contact other lenders who hold loans from Buyer, (v) execute and return the date application for the assumption of the Second Closing Existing Loan on Lender's approved form, and (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall provide vi) pay all processing fees and expenses required to Sellers be paid at any such time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with SellersLender. (d) Risk Buyer will respond timely to all requests from Lender, but in no event later than 5 business days and will deliver to Seller copies of loss with respect all correspondence (other than correspondence consisting of its financial statements and financial condition, or correspondence deemed by Buyer to the Negotiated Inventory shall pass be confidential to Buyer or its Affiliates) between Buyer, Lender, and any agent of Lender as soon as reasonably practicable. (e) Buyer shall deliver the executed Tenant Notice Letter to Tenant within ten (10) days after Closing. This provision shall survive Closing. (f) Following the Closing, Buyer will not obtain a new loan encumbering the Property unless (i) the substitute lender permits the Designated Owners to exercise the option to guarantee a portion of the debt on the Closing Date, Property which is described in SECTION 9.20 and Buyer shall have an insurable interest therein. Buyer shall use commercially reasonable efforts to preserve and protect (ii) any new loan must encumber the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons arising out Property simultaneously with the payment of the handlingExisting Loan or any then existing replacement loan guaranteed pursuant to SECTION 9.20, storage, preservation or use of the Negotiated Inventory while situated at the Real Property and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconduct, Buyer shall have no liability under this SECTION 2.9(d) for any loss, damage or injury to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of Buyeras applicable.

Buyer’s Covenants. Buyer covenants and agrees that: (ai) From the It shall, subject to approval of Landlord, enter into an agreement with Seller, as of Closing Date through the date Date, permitting Buyer to cure any alleged defaults of the Second ClosingBuyer under Lease, from and after Closing Date, after allowing Buyer shall allow Sellers, upon reasonable notice and during normal business hoursopportunity to cure, to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, howeverand if Seller so cures, that Sellers shall cooperate with if not reimbursed by Buyer within sixty (60) days after cure, that Buyer will assign Lease to insure that any such inspection shall not adversely affect Seller without further consideration in satisfaction of its obligations, subject to its reasonable rights to vacate Premises and remove its property and pay the conduct of Buyer's business operationspromissory note referred to in Section 2(c). (bii) At all times from the From and after Closing Date to the date of the Second Closing (or the date of the purchase of an Inventory PortionDate, as the case may be), Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventory, with the location accessible and documented, and designated as Sellers' property on Buyer's inventory systems and records. (c) Prior to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall provide to Sellers at any time upon Sellers' request any it will assume Lease and all documents and other evidence (includingobligations thereunder, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with Sellers. (d) Risk of loss with respect to the Negotiated Inventory shall pass to Buyer on the arising after Closing Date, and hold Seller harmless therefrom; and (iii) Buyer shall have an insurable interest thereinagrees that it will not bring onto the Premises any hazardous material other than lubricating oils, oil additives, plastics, rubber products, inventory, cleaning supplies and other materials in normal quantities ordinarily used or stored in the operation of its business, which include a tank farm previously disclosed, and that it will not permit any employee, agent, officer, or invitee of Tenant or any person occupying the Premises, or any portion thereof, by, through or under Buyer to bring any hazardous material onto Premises. Buyer shall use commercially reasonable efforts hereby indemnifies Seller from and against any and all loss, cost, damage and expense arising from the introduction of any hazardous material on to preserve the Premises from and protect after Closing Date, by Buyer or any employee, agent, officer, director, invitee of Buyer or any other person occupying the Negotiated Inventory Premises, or any portion thereof, by, through or under Buyer. If Seller becomes aware of the presence or suspected presence of any hazardous material brought onto the Premises in violation of this paragraph, Seller may so notify the Buyer and shall indemnify Sellers from any loss or damage theretorequest that Buyer institute remedial action. Buyer shall be responsible for and shall indemnifywill, defend and hold Sellers harmless against any injury, loss or damage to persons arising out within ten (10) days of the handling, storage, preservation or use receipt of the Negotiated Inventory while situated at the Real Property and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconduct, Buyer shall have no liability under this SECTION 2.9(d) for any loss, damage or injury to any employee or agent of any LTV Party. Buyersuch notice, at its sole cost and expense, commence such action as is reasonably specified by Seller to remove all such hazardous material from the Premises and will diligently pursue such action to completion. Such work will be performed in accordance with all applicable laws, ordinances and regulations governing such work. If Buyer fails to undertake the work required by this paragraph, Seller may, at its option, to be exercised by notice to Buyer (i) undertake such work, in which event Buyer shall use commercially reasonable efforts reimburse Seller for all costs and expenses, including the fees of attorneys, engineers and other consultants incurred by Seller in such work. However, Seller shall not be under any obligation to obtain following exercise either of the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers remedies specified in the Negotiated Inventory that are preceding sentence, and the remedies provided in possession of Buyerthis paragraph shall not be considered exclusive or preclude any claim for damages or any other remedy which may be available under this Agreement or under law.

Buyer’s Covenants. In order to induce Seller to enter into this Agreement and to assure that Seller realizes the benefits of the transactions contemplated hereby, Buyer hereby covenants and agrees that Buyer shall: (a) From assume all of Seller’s obligations that accrue under the Assumed Obligations or as otherwise set forth in this Agreement, after the Closing Date through by executing the Assignment and Assumption Agreement in substantially the form of Exhibit C, and shall provide any and all necessary replacement bonds or guarantees under the Contracts and Leases; (b) remit to Seller all payments received on Accounts Receivable arising out of the operation of the Business prior to the Closing Date, which are collected by Buyer following the Closing Date. Seller shall have the sole and exclusive right to enforce payment of the Accounts Receivable, to send out bills or statements therefor and to make adjustments thereto; (c) remit to Seller seven percent (7%) of the gross proceeds (the “Seller Disbursement”) received by Buyer from any agreement resulting from the proposal submitted prior to the date hereof, as such proposal may be amended, to Comtech Services, Inc., pursuant to which Buyer agrees to supply, directly or indirectly, high frequency communications equipment to any Person or ministry in the Sultanate of Oman (the “Oman Contract”); provided such Oman Contract is entered into on or before the first anniversary of the Closing Date. Buyer shall remit the Seller Disbursement to Seller within twenty (20) days after Buyer’s receipt of its consideration under the terms of the Oman Contract. To the extent permitted under Buyer’s senior credit facility, Buyer shall, in addition to paying the Seller Disbursement amounts, pre-pay the Note in advance from the remaining proceeds received by Buyer under the Oman Contract; and (d) for a period of seven (7) years from and after the Closing Date, maintain, and permit Seller (or its authorized employees and representatives) access to and the right to copy: (i) any contract, lease, permit, book, record or file delivered to Buyer pursuant to this Agreement and (ii) any book, record or file relating to the operation of the Assets. Before any of the foregoing books, records and files are disposed of by Buyer, written notice to such effect shall be given to Seller, who shall have an opportunity, at its own cost and expense, to remove within 30 days after the date of the Second Closing, Buyer shall allow Sellers, upon reasonable such notice and during normal business hoursto retain all or any part of such books, to enter onto the Real Property solely records and files. Buyer shall, for the purpose of inspecting the Additional Assetsenabling Seller to maintain or defend post-closing litigation or tax contest or other administrative proceeding, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operations. (b) At all times from the Closing Date to the date of extent reasonable under the Second Closing (or the date of the purchase of an Inventory Portioncircumstances, as the case may be)assist and provide information, Buyer shall keep the Negotiated Inventory physically segregated from Buyer's records and documents and make available to Seller, its employees for depositions and other inventorytestimony, with the location accessible all costs and documented, and designated as Sellers' property on Buyer's inventory systems and recordsexpenses to be paid by Seller. (c) Prior to the date of the Second Closing (or the date of the purchase of an Inventory Portion, as the case may be), Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate to any third party that title to the Negotiated Inventory remains with Sellers. (d) Risk of loss with respect to the Negotiated Inventory shall pass to Buyer on the Closing Date, and Buyer shall have an insurable interest therein. Buyer shall use commercially reasonable efforts to preserve and protect the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. Buyer shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage to persons arising out of the handling, storage, preservation or use of the Negotiated Inventory while situated at the Real Property and titled to Sellers; PROVIDED, HOWEVER, that except in case of Buyer's gross negligence or willful misconduct, Buyer shall have no liability under this SECTION 2.9(d) for any loss, damage or injury to any employee or agent of any LTV Party. Buyer, at its expense, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of Buyer.

Buyer’s Covenants. The Buyer agrees to provide a life-long commitment, comfortable environment, prompt medical attention, proper grooming, and responsible care to the dog. This includes keeping this dog parasite free and up to date with inoculations, providing proper nutrition, which consists of a good quality feed given at regular intervals, and making fresh water available at all times. The Buyer agrees to provide a safe environment for the dog, and to never allow the dog to roam freely without proper fencing or supervision. The Buyer agrees to never allow research for commercial product testing of any kind including, cosmetic, chemical, or any type of product/commercial testing on the puppy/dog at any period of their life. The Buyer agrees to have the dog spayed/neutered at the age recommended by the Buyer’s veterinarian (ausually 6 to 8 months of age) From and agrees to provide to the Closing Date through Seller written verification from a licensed veterinarian that said procedure has been completed. The Buyer agrees not to use this dog for breeding. The Buyer agrees to provide Seller with a copy of all medical records, including vaccinations, pertaining to this dog upon Seller’s request. The Buyer agrees to provide to the date Seller a photograph of the Second Closingdog as it grows at least every 3 months via e-mail. The Buyer agrees to keep the Seller informed about any medical or health issues that may arise in the future, Buyer shall allow Sellers, upon reasonable notice as this gives the Seller important feedback and during normal business hours, to enter onto the Real Property solely for the purpose of inspecting the Additional Assets, provided, however, that Sellers shall cooperate with Buyer to insure that any such inspection shall not adversely affect the conduct of Buyer's business operations. (b) At all times from the Closing Date information relevant to the date health of the Second Closing (Seller’s other related dogs. The Buyer agrees to keep the Seller informed of any change of address, whether it be physical address, mailing address, or e-mail address. This conveyance is made expressly subject to the date reservation of the purchase Seller’s right of an Inventory Portion, as first refusal to repurchase the case may be), Buyer shall keep the Negotiated Inventory physically segregated from Buyer's other inventory, with the location accessible and documented, and designated as Sellers' property on Buyer's inventory systems and records. (c) dog. Prior to the date consummation of the Second Closing (a sale or the date transfer of the purchase of an Inventory Portion, as the case may be), Buyer shall provide to Sellers at any time upon Sellers' request any and all documents and other evidence (including, but not limited to, financing statements designed to give UCC-1 notice to third parties of Sellers' ownership of the Negotiated Inventory and other written documentation acknowledging such ownership and any security interests granted by LTV to one or more third parties) and take any and all action as may be required or appropriate to prove or demonstrate dog herein conveyed to any third party that title person, the Buyer herein shall first notify the Seller herein in writing as to the Negotiated Inventory remains with Sellers. (d) Risk terms and conditions of loss with respect to the Negotiated Inventory shall pass to Buyer on the Closing Date, and Buyer proposed sale or transfer. The Seller shall have an insurable interest thereinthe right to repurchase the dog at the price of $150 One Hundred Fifty Dollars ($150). If the Seller herein desires to repurchase the dog herein conveyed, she shall notify the Buyer herein in writing within seven (7)days of delivery or receipt of said notice, of her intention to repurchase the dog; and the parties shall use commercially reasonable efforts then consummate the purchase within fourteen (14) days of the receipt of the notification the proposed sale/transfer. In the event that the Seller herein opts to preserve and protect repurchase the Negotiated Inventory and shall indemnify Sellers from any loss or damage thereto. dog, the Buyer herein shall be responsible for and shall indemnify, defend and hold Sellers harmless against any injury, loss or damage delivering the dog to persons arising out of the handling, storage, preservation or use of the Negotiated Inventory while situated Seller at the Real Property and titled to Sellers; PROVIDEDSeller’s address at the Buyer’s cost. However, HOWEVERunder no circumstances will this dog be sold, that except in case of Buyer's gross negligence leased, traded, or willful misconduct, Buyer shall have no liability under this SECTION 2.9(d) for any loss, damage or injury given away to any employee pet shop, research laboratory, animal shelter, or agent similar facility. In the event of any LTV PartyBreeders Death this contract shall convey to Breeders named successor. BuyerTHESE COVENANTS CONTAIN CONDITIONS ESTABLISHED TO ENSURE THE WELL BEING OF THE DOG THAT IS THE SUBJECT OF THIS AGREEMENT, at its expenseAS WELL AS OTHER RELATED DOGS RETAINED BY THE SELLER, shall use commercially reasonable efforts to obtain following the Closing Date and thereafter shall keep and maintain "all risks" insurance against physical loss or damage to the Negotiated Inventory in an amount sufficient to protect the full interest of Sellers in the Negotiated Inventory that are in possession of BuyerAND ALSO TO UPHOLD AND MAINTAIN THE REPUTATION OF QUALITY THAT THE SELLER HAS ESTABLISHED. SHOULD THE BUYER BREACH ANY OF THE AFORESAID COVENANTS OR THE RIGHT OF FIRST REFUSAL, THE PARTIES AGREE THAT THE SELLER WILL BE SUBSTANTIALLY DAMAGED IN AMOUNTS THAT WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO DETERMINE. THEREFORE, IT IS EXPRESSLY AGREED BY THE PARTIES THAT, IN THE EVENT OF A BREACH HEREOF BY THE BUYER, THE BUYER WILL PAY TO THE SELLER A SUM EQUAL TO DOUBLE THE PURCHASE PRICE SET FORTH ABOVE AS FIXED, LIQUIDATED, AND ASCERTAINED DAMAGES FOR SUCH BREACH WITHOUT PROOF OF LOSS OR DAMAGE.