Common use of Covenants of Buyer Clause in Contracts

Covenants of Buyer. (a) Buyer shall maintain and operate, at its sole cost and expense, the Storage Facilities in a manner that fully complies with (i) all applicable Laws and Regulations; and (ii) standard industry practice. With respect to the operation of the Storage Facilities, Buyer shall make all repairs and perform all maintenance in a reasonably timely manner. (b) Buyer shall ensure that the Storage Facilities adhere to its current maintenance standards. Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation by the International Standards Organization during the term of this Agreement. (c) At any time during this Agreement Seller shall have the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of Buyer.

Covenants of Buyer. (a) Buyer shall maintain and operate, at its sole cost and expense, the Storage Facilities in a manner that fully complies with (i) all applicable Laws and Regulations; and (ii) standard industry practice. With respect to the operation of the Storage Facilities, Buyer shall make all repairs and perform all maintenance in a reasonably timely manner. (b) Buyer shall ensure that the Storage Facilities adhere to its current maintenance standards. Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation by the International Standards Organization Storage Facilities in accordance with API 653 during the term of this Agreement. (c) At any time during this Agreement Seller shall have the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of Buyer.

Covenants of Buyer. (a) Buyer shall maintain hereby acknowledges that the Shares are not “IPO Shares” within the meaning of GMAC’s Fourth Amended and operateRestated Certificate of Incorporation (the “Certificate of Incorporation”) and that, at its sole cost and expenseas set forth in Paragraph D of Article Fifth of the Certification of Incorporation, the Storage Facilities Shares shall have no distribution right unless and until there shall occur a “Business Combination” (as defined in a manner that fully complies with (i) all applicable Laws and Regulations; and (ii) standard industry practicethe Certificate of Incorporation). With respect to the operation Buyer further acknowledges that, as set forth in Paragraph D of Article Fifth of the Storage FacilitiesCertification of Incorporation, Buyer if a Business Combination does not occur within the time period specified therein, and GMAC is thereafter dissolved as provided therein, the Shares shall make all repairs and perform all maintenance in a reasonably timely mannernot be entitled to any liquidating distributions. (b) Buyer also hereby acknowledges that (i) the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Shares unless and until a Business Combination occurs as set forth in the Certificate of Incorporation, (iii) the Shares must be held and Buyer must continue to bear the economic risk of the investment in the Shares until a Business Combination occurs and the Shares are registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) disposing of the Shares without registration in reliance upon Rule 144 promulgated under the Securities Act (“Rule 144”) can generally be made only in limited amounts in accordance with the terms and conditions of such Rule 144, (v) a restrictive legend in form and substance deemed necessary or appropriate by GMAC shall ensure be placed on the certificates representing the Shares and (vi) a notation shall be made in the appropriate records of GMAC indicating that the Storage Facilities adhere Shares are subject to its current maintenance standardsrestrictions on transfer described in this Agreement and as set forth in the letter agreement referred to below, and appropriate stop-transfer restrictions will be issued to any transfer agent with respect to the Shares until such time as the transfer restrictions no longer apply to the Shares. Buyer shall maintain its ISO 9000:2000agrees that he will not, ANSI/ISO/ASQ Q9001-2000 accreditation by directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the International Standards Organization during Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Shares), except in compliance with the term Securities, and the rules and regulations of this Agreementthe Securities and Exchange Commission thereunder, and in compliance with applicable state and foreign securities or “blue sky” laws. (c) At any time during this Agreement Buyer hereby agrees to be bound by the terms and conditions of that certain letter agreement, dated October 18, 2006, among GMAC, Deutsche Bank Securities Inc. and Seller shall have the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent which are applicable to the Storage Facilities. If requested by Sellerholder of the Shares, Buyer shall have its subcontractors furnish the same evidence of insurance required of Buyeras if a party thereto.

Covenants of Buyer. Buyer covenants and agrees with Seller that: (a) Buyer shall maintain and operate, at will use its sole cost and expense, best efforts to obtain the Storage Facilities in a manner that fully complies with (i) all applicable Laws and Regulations; and (ii) standard industry practice. With respect to the operation satisfaction of the Storage Facilities, Buyer shall make all repairs and perform all maintenance conditions to Closing set forth in a reasonably timely mannerSection 7.02 hereof. (b) In the event that this Agreement is terminated or, if not terminated, until the Closing, the confidentiality of any data or information received by Buyer regarding the business and assets of Seller shall be maintained by Buyer and its representatives in accordance with any applicable confidentiality agreements executed by Buyer. (c) Buyer shall ensure that release, indemnify, defend and hold Seller harmless from any claim, cause of action, judgment, liability, loss, damage or other cost whatsoever brought by or in favor of any person for injury, illness or death or damage to or loss of property caused by or resulting from Buyer's access to the Storage Facilities adhere to its current maintenance standards. Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation Assets for purposes of conducting Buyer's due diligence investigations contemplated by the International Standards Organization during the term of this Agreement. (cd) At From and after Closing, Buyer shall properly handle, remove, transport and dispose of any time during this Agreement Seller material, substance or waste (whether toxic, hazardous, extremely hazardous or otherwise) from the Assets (including, but not limited to, produced water, drilling fluids and other associated wastes), whether present before or after the Effective Time, in accordance with applicable local, state and federal laws and regulations. To the extent that the Assets are not sold in fee to Buyer, Buyer shall have the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects keep records of the Refinerytypes, Storage Facilities amounts and location of materials, substances and wastes which are transported, handled, discharged, released or disposed onsite and offsite. When and if any portion of the Oil Assets is abandoned or Buyer's rights to use and Indigenous Feedstock stored thereinoccupy same are terminated, includingBuyer shall take whatever additional testing, without limitationassessment, docking facilitiesclosure, storage tanksreporting or remedial action with respect to the affected Assets as is necessary to meet any local, and pipelines, measuring equipmentstate or federal requirements directed at protecting human health or the environment in effect at that time, and any other physical or operational aspects of action as necessary to restore the Storage Facilities or any of Seller’s products stored Assets to an acceptable condition in accordance with applicable law and the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of SellerContracts. (e) Buyer shall not subcontract any part hereby expressly consents to Seller's use of the work under this Agreement relating to name "Gas Solutions, Ltd." following the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of BuyerClosing.

Covenants of Buyer. (a) Buyer shall maintain and operateagrees that, at its sole cost all times between the date hereof and expensethe Closing Date, the Storage Facilities unless Seller and Buyer shall otherwise agree in a manner that fully complies with writing, and except as set forth in Schedule 5.2, Buyer shall: (i) all applicable Laws use commercially reasonable efforts to operate its existing business only in the usual, regular and Regulations; and ordinary manner generally consistent with past practices taken as a whole; (ii) standard industry practice. With respect not amend or propose to amend its Certificate of Incorporation or By-laws (or equivalent governing instruments) in any manner that would adversely affect Seller's rights if Seller were a stockholder at the time thereof; (iii) not recapitalize, split, combine or reclassify any shares of ABC Common Stock unless appropriate adjustments reasonably acceptable to Seller are made to the operation number and kind of Shares, and the number and kind of shares of ABC Common Stock and exercise price under the Warrant, to provide Seller with the benefit of such transactions; (iv) not declare, pay or set aside for payment any dividend or other distribution in respect of any ABC Common Stock, or redeem, purchase or otherwise acquire any shares of ABC Common Stock; (v) not acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Storage Facilitiesstock or assets of, Buyer shall make all repairs or by any other means, any business or any corporation, partnership, joint venture, association, or other business organization or division thereof unless appropriate adjustments are made to the number and perform all maintenance in a reasonably timely mannerkind of Shares, and the number and kind of shares of ABC Common Stock and exercise price under the Warrant, to provide Seller with the benefit of such transactions; and (vi) not agree, commit or arrange to do any of the foregoing except to the extent that Seller is provided with the benefits of any such agreement, commitment or arrangement. (b) Between the date of this Agreement and the Closing Date, Buyer shall ensure that afford to the Storage Facilities adhere Agents of Seller access, during regular business hours and upon reasonable advance written notice, to its current maintenance standards. Buyer shall maintain its ISO 9000:2000the assets, ANSI/ISO/ASQ Q9001-2000 accreditation by the International Standards Organization during the term books and records of this Agreement. (c) At any time during this Agreement Seller shall have the right Buyer, subject to enter the Storage Facilities reasonable rules and to inspect, examine and inquire concerning all aspects regulations of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanksBuyer, and pipelines, measuring equipment, from time to time furnish to Seller or Seller's Agents such financial and any operating data and other physical or operational aspects information concerning the results of the Storage Facilities or any operations of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred Buyer's business as Seller may reasonably request including all interim financial statements with respect to Buyer, 's business. No investigation by or on behalf of Seller shall provide reasonable prior notice to Buyer affect the representations and adhere to Buyer’s HSE procedures for the Refinerywarranties of Seller hereunder. Seller shall not exercise its rights agrees to abide by the terms of Section 5.3 hereunder if with respect to such exercise will: (i) cause or exacerbate access and any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practicesinformation furnished pursuant to this Section 5.2(b). (d) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of Buyer.

Covenants of Buyer. (a) No later than seven (7) calendar days prior to the Closing, the Buyer shall maintain and operate, distribute at its sole cost expense in the Buyer's usual fashion to customers of the Seller whose Deposit accounts are expected to be assumed by the Buyer having checking, money market deposit and/or NOW accounts at the Branch, an initial supply of new checks, deposit tickets or other similar instruments, which shall be appropriately encoded (except for savings accounts) with the Buyer's routing numbers and expense, with accurate account numbers for use by such customers following the Storage Facilities in a manner Closing. The Buyer shall notify such customers that fully complies with (i) all applicable Laws following the Closing customers of the Branch are to use the new checks issued by the Buyer and Regulations; are not to use any remaining checks, deposit tickets or other Items previously issued by the Seller which may be in the possession of such customers and (ii) standard industry practiceupon the expiration of a period of ninety (90) calendar days following the Closing (the "POST-TRANSFER PROCESSING PERIOD") any Items which are drawn on the Seller shall not thereafter be honored by the Seller. With respect Such notice shall be given by delivering written instructions to such effect to such customers prior to the operation Closing and by posting signs in the Branch during the Post-Transfer Processing Period. The form of such notice shall be subject to the prior written approval of the Storage FacilitiesSeller in accordance with the procedures set forth in Section 6.3 hereof. In the event that the Seller shall so request at any time(s) during the Post-Transfer Processing Period, the Buyer shall make use all repairs reasonable efforts to notify particular customers to stop using the Seller's checks and perform all maintenance to stop making deposits at the Seller's branches. The Buyer agrees to be in a reasonably timely mannerposition to process the Transferred Accounts on its system on the Transfer Date. (b) Buyer shall ensure that During the Storage Facilities adhere to its current maintenance standards. Post-Transfer Processing Period, the Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation by a demand deposit account at the International Standards Organization during Seller ("BUYER'S DDA") and hereby authorizes the term of Seller to debit and credit the Buyer's DDA as provided below in this Agreement. (c) At any time during this Agreement Section 12. The Buyer and the Seller shall have identify to the right other and make available on a daily basis individuals to enter serve as liaisons between the Storage Facilities and to inspect, examine and inquire concerning all aspects of the Refinery, Storage Facilities Buyer and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and Seller in order to resolve any settlement or other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement reconciliation issues relating to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of BuyerTransferred Accounts.

Covenants of Buyer. At all times from the execution of this Agreement and until the Effective Time, the Buyer shall, and shall cause each of its Subsidiaries to: (a) Buyer shall conduct its business in the ordinary course consistent with past practices; (b) use reasonable best efforts to maintain and operatepreserve intact its business organization, at employees and advantageous business relationships and retain the services of its sole cost key officers and expense, the Storage Facilities in a manner that fully complies with (i) all applicable Laws and Regulationskey employees; and (iic) standard industry practice. With respect take no action which would materially adversely affect or materially delay its ability to obtain any necessary approvals of any Governmental Authority required for the operation transactions contemplated hereby or to perform its covenants and agreements under this Agreement or any of the Storage Facilitiesother Transaction Documents. At all times from the execution of this Agreement until the Effective Time, Buyer shall make the Buyer: (a) Shall not consummate, or publicly announce any intention to engage in, any material business combination transaction, whether by merger, consolidation or acquisition of all repairs and perform or substantially all maintenance in a reasonably timely manner.of the equity or assets of another entity; (b) Buyer shall ensure that Shall not consummate, or publicly announce any intention to engage in any sale or other disposition of a substantial portion of the Storage Facilities adhere to its current maintenance standards. Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation by the International Standards Organization during the term of this Agreement.Buyer's assets; (c) At any time during this Agreement Seller shall have the right to enter the Storage Facilities and to inspectShall not issue a material amount of its equity securities, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures except for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate the issuance of Buyer Common Stock pursuant to the exercise of any dangerous, emergency or unsafe conditions at convertible securities existing on the Storage Facilities, date hereof or (ii) obstruct or interfere the issuance of employee stock options consistent with the operations of the Storage Facilities in a manner inconsistent with standard industry practices.past practice; (d) Shall not (A) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, stock or other property) with respect to any shares of Buyer shall not introduce into Common Stock or allow any of its Subsidiaries to pay or make any such dividend, distribution or payment (other than dividends or distributions from a wholly owned Buyer subsidiary to another Buyer subsidiary or to the Buyer) other than those with a record date after the Effective Time or (B) directly or indirectly redeem, purchase or otherwise acquire any of its shares of capital stock or any equity interest of any of the Storage Facilities Buyer Subsidiaries, or add make any chemical substances commitment for any such action (other than pursuant to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller.Buyer's existing stock buyback program); (e) Buyer Shall not settle or compromise any pending or threatened suit, action or claim arising out of or in connection with any of the transactions contemplated by this Agreement if such settlement or compromise agreement contains an admission of misconduct or culpability with respect to Seller or its Agents. (f) Shall not, and shall not subcontract permit any part of its Subsidiaries to, agree in writing or otherwise to take any action inconsistent with any of the work under this Agreement relating to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of Buyerforegoing.

Covenants of Buyer. Buyer covenants with Seller as follows: (a) Buyer shall maintain and operate, at its sole cost and expense, the Storage Facilities in a manner that fully complies with No Rights to Seller's Insurance (i) all applicable Laws Buyer acknowledges that ChevronTexaco Corporation, Texaco Inc. and Regulations; Gulf Oil Company have maintained worldwide programs of property and liability insurance coverage for themselves and their Affiliates (including Seller with respect to the Company)including (i) insurance policies written or reinsured by Heddington Insurance Company, Bermaco Insurance Company and Xxxxx Limited(which are Affiliates of ChevronTexaco Corporation or its predecessors) and (ii) standard industry practiceinsurance policies that require the payment of retrospective premium adjustments to cover losses. With All of the insurance policies through which such worldwide programs of coverage are presently or have previously been provided are herein called the "ChevronTexaco Insurance Policies." (ii) It is the understanding and intention of Seller and Buyer that: (A) from and after the Closing, no insurance coverage shall be provided for Buyer under the ChevronTexaco Insurance Policies relating to the Company; and (B) from and after the Closing, no claims regarding any matter whatsoever, whether or not arising from events occurring prior to, at or after Closing, shall be made against or with respect to the operation of ChevronTexaco Insurance Policies by Buyer with respect to the Storage Facilities, Buyer shall make all repairs Company and perform all maintenance in a reasonably timely manner. (b) Buyer shall ensure that the Storage Facilities adhere to its current maintenance standards. Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation other matters contemplated by the International Standards Organization during the term of this Agreement. (ciii) At Buyer, on behalf of itself and its successors and assigns, hereby releases, to the extent permitted by Applicable Laws, Seller and its Affiliates from any time during this Agreement Seller shall have claim made after the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical Closing against or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practicesChevronTexaco Insurance Policies by or through Buyer. (div) For the avoidance of doubt, nothing contained in this Section 4.2 shall in any way limit, impair or constitute a release or discharge of any right of Buyer shall not introduce into or obligation of Sellers with respect to any representation, warranty, covenant, indemnity or other obligation of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required Sellers contained in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish (regardless of whether the same evidence was, is or may be covered by any insurance described herein), all of insurance required of Buyerwhich rights and obligations shall continue in full force and effect.

Covenants of Buyer. Buyer covenants and agrees with Seller that: (a) Until completion of Closing or for a period of one year from the date of this Agreement in the event Closing should not occur for any reason except as required by law and with prior notice to Seller, Buyer and its officers, directors, employees, agents and representatives shall maintain hold in strict confidence all data and operateinformation obtained from Seller in connection with the Properties, at its sole cost and expensewhether before or after the execution of this Agreement, the Storage Facilities in a manner that fully complies with except any data or information which (i) all applicable Laws and Regulationsat the time of the disclosure to Buyer by Seller is in the public domain; and (ii) standard industry practice. With respect after disclosure to the operation Buyer by Seller becomes part of the Storage Facilitiespublic domain by publication or otherwise, except by breach of this provision by Buyer; (iii) Buyer can establish was rightfully in its possession at the time of disclosure to Buyer by Seller; (iv) Buyer rightfully received from third parties free of any obligations of confidence; or (v) is developed independently by Buyer, provided the person or persons developing the information shall not have had access to data or information obtained from Seller in connection with the transactions contemplated by this Agreement. If this Agreement is terminated for any reason, Buyer shall make return to Seller all repairs copies of information in the possession of Buyer obtained from Seller or pursuant to any provision of this Agreement, which information is at the time of termination required to be held in confidence pursuant to this section, and perform shall not utilize or permit utilization of such information to compete with Seller or its co-working interest owners in the Properties. Until the completion of Closing or for a period of one year from the date of this Agreement in the event Closing should not occur for any reason, except as required by law and with prior notice to Seller, Buyer and its officers, directors, employees, agents and representatives shall hold in strict confidence all maintenance in a reasonably timely mannermatters relating to this Agreement and the transactions contemplated hereby, including, without limitation, Title Defects and the exercise of preferential purchase rights. (b) To the extent necessary to facilitate the consummation of the transactions contemplated herein, Buyer shall ensure that agrees to enter into any specific agreements of assumption with respect to the Storage Facilities adhere obligations of Seller after the Closing which may be required by third parties or governmental authorities to its current maintenance standards. the extent such obligations are attributable to the Properties and to the extent such agreement does not expand the obligations of Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation by beyond the International Standards Organization during the term existing obligations of Seller assumed pursuant to this Agreement. (c) At any time Buyer shall grant Seller and its agents at their sole expense, risk and cost, reasonable access from and after Closing, during this Agreement Seller shall have the right to enter the Storage Facilities and to inspectnormal business hours or as may otherwise be mutually agreed, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer's personnel and Properties, books and records. Buyer will provide Seller with reasonable access to any books and records retained by Buyer for seven (7) years together with such additional files, data and records of Buyer as may be reasonably requested by Seller in order to pursue any claims, obligations and disputes relating to the Properties. Buyer shall provide use all reasonable prior notice efforts to Buyer obtain access, for Seller's benefit, to all such books and adhere records that are appurtenant to any Property which may be conveyed by Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) After Buyer shall not introduce into acquires any Property and if the holder of a validly existing preferential right to purchase timely asserts such right in accordance with the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstockagreement through which such right exists, including any substances designed to minimize or reduce Tank Heel levelsthen Buyer shall, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating if acceptable to the Storage Facilities without the prior written consent holder of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating such preferential right to the Storage Facilities with Seller’s consentpurchase, Buyer shall require its subcontractors convey same to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish such holder at the same evidence of insurance required of Buyerterms and conditions set forth herein and retain any payments received for such Properties, it being the intention to place the respective parties in the same economic position as would have obtained if the right had been exercised prior to Closing.

Covenants of Buyer. From the date hereof to the Final Closing Date, Buyer agrees: (a) To maintain Buyer shall maintain as a corporation in good standing under the laws of its state of organization, and operate, at its sole cost and expense, under the Storage Facilities laws of each other state in a manner that fully complies with (i) all applicable Laws and Regulations; and (ii) standard industry practice. With respect which it is qualified to the operation of the Storage Facilities, Buyer shall make all repairs and perform all maintenance in a reasonably timely mannerdo business. (b) Buyer shall ensure To take or cause to be taken all action necessary or desirable under this Agreement on its part as promptly as practicable, so as to permit the consummation of the transactions contemplated hereby at the earliest practical date, and to cooperate fully with the other party hereto to that the Storage Facilities adhere to its current maintenance standards. Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation by the International Standards Organization during the term of this Agreementend. (c) At Unless approved in advance by Seller Parent, not to issue any time during this Agreement press release or written statement for general or public circulation relating to the transactions contemplated hereby, except as required by law in the reasonable opinion of Buyer's counsel. Buyer agrees to use good faith efforts to obtain Seller shall have the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects Parent's approval of the Refinerytext of any public report, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical statement or operational aspects release to be made on behalf of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) In cooperation with Sellers as required, to commence all reasonable action required hereunder (i) to obtain all applicable permits, licenses, certificates and other governmental authorizations or approvals necessary for Buyer shall not introduce into to carry on the Business, and (ii) to obtain all applicable consents, approvals and agreements of, and to give all notices and make all filings with, any third parties as may be necessary to consummate the transactions contemplated hereby at the earliest practical date. Without restricting the generality of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consentforegoing, Buyer shall require its subcontractors make best reasonable efforts to maintain insurance required in this Agreement obtain at the earliest practical date all necessary Medicare and Medicaid group practice provider numbers necessary to permit Buyer or any professional corporation managed by Buyer to bill xxx Medicare and Medicaid programs for services rendered by Buyer and Buyer shall, at the extent applicable to the Storage Facilitiesearliest practical date, link all provider numbers and group numbers and shall stop billing under provider numbers of Sellers or any professional corporation managed by Sellers. If requested by Seller, Buyer shall have promptly notify Sellers of its subcontractors furnish the same evidence receipt of insurance required of Buyerany or all such provider numbers.

Covenants of Buyer. Buyer covenants and agrees with Seller that: (a) Until completion of Closing or for a period of one year from the date of this Agreement in the event Closing should not occur for any reason except as required by law and with prior notice to Seller, Buyer and its officers, directors, employees, agents and representatives shall maintain hold in strict confidence all data and operateinformation obtained from Seller in connection with the Properties, at its sole cost and expensewhether before or after the execution of this Agreement, the Storage Facilities in a manner that fully complies with except any data or information which (i) all applicable Laws and Regulationsat the time of the disclosure to Buyer by Seller is in the public domain; and (ii) standard industry practice. With respect after disclosure to the operation Buyer by Seller becomes part of the Storage Facilitiespublic domain by publication or otherwise, except by breach of this provision by Buyer; (iii) Buyer can establish was rightfully in its possession at the time of disclosure to Buyer by Seller; (iv) Buyer rightfully received from third parties free of any obligations of confidence; or (v) is developed independently by Buyer, provided the person or persons developing the information shall not have had access to data or information obtained from Seller in connection with the transactions contemplated by this Agreement. If this Agreement is terminated for any reason, Buyer shall make return to Seller all repairs copies of information in the possession of Buyer obtained from Seller or pursuant to any provision of this Agreement, which information is at the time of termination required to be held in confidence pursuant to this section, and perform shall not utilize or permit utilization of such information to compete with Seller or its co-working interest owners in the Properties. Until the completion of Closing or for a period of one year from the date of this Agreement in the event Closing should not occur for any reason, except as required by law and with prior notice to Seller, Buyer and its officers, directors, employees, agents and representatives shall hold in strict confidence all maintenance in a reasonably timely mannermatters relating to this Agreement and the transactions contemplated hereby, including, without limitation, Title Defects and the exercise of preferential purchase rights. (b) To the extent necessary to facilitate the consummation of the transactions contemplated herein, Buyer shall ensure that agrees to enter into any specific agreements of assumption with respect to the Storage Facilities adhere obligations of Seller after the Closing which may be required by third parties or governmental authorities to its current maintenance standards. the extent such obligations are attributable to the Properties and to the extent such agreement does not expand the obligations of Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation by beyond the International Standards Organization during the term existing obligations of Seller assumed pursuant to this Agreement. (c) At any time Buyer shall grant Seller and its agents at their sole expense, risk and cost, reasonable access from Closing, during this Agreement Seller shall have the right to enter the Storage Facilities and to inspectnormal business hours or as may otherwise be mutually agreed, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer's personnel and Properties, books and records. Buyer will provide Seller with reasonable access to any books and records retained by Buyer for four (4) years together with such additional files, data and records of Buyer as may be reasonably requested by Seller in order to pursue any claims, obligations and disputes relating to the Properties. Buyer shall provide use all reasonable prior notice efforts to Buyer obtain access, for Seller's benefit, to all such books and adhere records that are appurtenant to any Property which may be conveyed by Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) After Buyer shall not introduce into acquires any Property and if the holder of a validly existing preferential right to purchase timely asserts such right in accordance with the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstockagreement through which such right exists, including any substances designed to minimize or reduce Tank Heel levelsthen Buyer shall, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating if acceptable to the Storage Facilities without the prior written consent holder of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating such preferential right to the Storage Facilities with Seller’s consentpurchase, Buyer shall require its subcontractors convey same to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish such holder at the same evidence of insurance required of Buyerterms and conditions set forth herein and retain any payments received for such Properties, it being the intention to place the respective parties in the same economic position as would have obtained if the right had been exercised prior to Closing.

Covenants of Buyer. (a) Buyer shall maintain and operate, at its sole cost and expense, the Storage Facilities in a manner that fully complies with (i) all applicable Laws and Regulations; and (ii) standard industry practice. With respect Notwithstanding anything herein to the operation of the Storage Facilitiescontrary, until December 31, 1997, Buyer shall make all repairs operate and perform all maintenance conduct the business of the Company and its Subsidiaries in a reasonably timely manner. (b) the ordinary course of business in accordance with past practices, and the Buyer shall ensure that the Storage Facilities adhere to its current maintenance standards. Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation by the International Standards Organization during the term of this Agreement. not make any material changes (c) At any time during this Agreement Seller shall have the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilitiesunplanned (but not including planned) expenditures, storage tanksexpense increases, or revenue reductions) in the operation of the Company's business as conducted as of the Closing Date, PROVIDED that this subparagraph (i) shall not forbid Buyer from (A) making announcements concerning material changes in the operation of the Company's business, so long as such changes are to occur after December 31, 1997, and pipelinesso long as 1997 EBIT does not include any accrued expenses relating to such changes, measuring equipment, and any other physical or operational aspects (B) terminating employees of the Storage Facilities Company or any of Seller’s products stored its Subsidiaries and replacing such terminated employees, so long as 1997 EBIT does not include any amount by which the aggregate compensation paid to such employees replacing such terminated employees during the 1997 Measuring Period exceeds the amount that would have been paid to such terminated employees during the 1997 Measuring Period had they not been so terminated; (ii) If the corporate form of the Company and its Subsidiaries changes, Buyer shall cause the Company to maintain separate books and records consistent with the Company's past practice for the purposes of calculating EBIT as if the Company and its Subsidiaries had remained in the Storage Facilities; provided thatcorporate form in existence immediately following the Closing Date; (iii) Buyer agrees that the Company and its Subsidiaries will not at any time prior to the end of the 1998 Measuring Period (or, if no Event earlier, the date of Default has occurred any payment to the Sellers under subparagraph (b) hereof), sell any material portion of its consolidated assets outside the ordinary course of business, without the prior consent of the Representative; (iv) Buyer agrees that it will deliver to the Sellers such financial reports, statements and other information concerning the Company and its Subsidiaries as Parent delivers generally to its stockholders or files with the Securities and Exchange Commission; (v) Buyer agrees to cause the Company and its Subsidiaries to maintain an accurate logbook of all actions taken with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise Company or any of its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations Subsidiaries of the Storage Facilities kinds described in a manner inconsistent with standard industry practices.clauses (c)(viii) and (x) above, which shall include the financial impact (if known) or the estimated financial impact (if the actual financial impact is unknown) of such actions, and to permit Representative to inspect and copy such logbook; and (dvi) Buyer shall not introduce into any cause the Company to deliver to Representative within 60 days after the end of each calendar month (A) a report, signed by an officer of the Storage Facilities Company, Buyer, or add any chemical substances Parent, containing an interim year-to-date income statement with appropriate adjustments to Seller’s Oil reflect the Company's EBIT (it being understood that (x) such statement shall indicate the months in which there has occurred a 1997 Unforeseen Event Loss or 1998 Unforeseen Event Loss, as applicable, and Indigenous Feedstockshall indicate the nature of such loss, including any substances designed to minimize or reduce Tank Heel levelsand (y) the amounts shown on such statement shall be estimates and will not be audited), without and (B) a forecast for monthly earnings for the express prior written authorization of Seller. (e) Buyer shall not subcontract any part remainder of the work under this Agreement relating fiscal year in accordance with the Company's current forecasting practices as of immediately prior to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of BuyerClosing Date.

Covenants of Buyer. (a) If Buyer shall maintain and operate, at its sole cost and expense, the Storage Facilities in a manner that fully complies with (i) all applicable Laws and Regulations; and (ii) standard industry practice. With respect to the operation of the Storage Facilitiesdirectly uses Exempt Fuel purchased from Seller, Buyer shall make all repairs and perform all maintenance in a reasonably timely manneronly use Exempt Fuel for exempt purposes as specified under the Regulations. (b) In the event that Buyer resells Exempt Fuel purchased from Seller to end- user customers, Buyer shall track all Exempt Fuel to ensure that the Storage Facilities adhere to its current maintenance standards. Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001calendar year-2000 accreditation by the International Standards Organization during the term end inventory of this Agreement. (c) At any time during this Agreement Exempt Fuel purchased from Seller shall have the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to matches Buyer’s HSE procedures resale of Exempt Fuel for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating to the Storage Facilities without the prior written consent of Seller in its sole discretionexempt purposes. If Buyer subcontracts any part resells Exempt Fuel for non-exempt purposes, by calendar year-end it must purchase the equivalent volume of the work under this Agreement relating non-Exempt Fuel from Seller and sell such fuel for exempt purposes to the Storage Facilities with Seller’s consentensure accurate year-end accounting of Exempt Fuel purchases from Seller and resales to end-user customers. d) On an annual basis, Buyer shall require its subcontractors to maintain insurance or more frequently as may be reasonably required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish execute the same evidence following documentation verifying Exempt Fuel volumes purchased (on a gross or net basis, as invoiced by Buyer): (i) any applicable Ecology certification form, and (ii) Seller’s annual certification form, an example of insurance required which is attached hereto as Exhibit A. e) As of the Effective Date and for a period of twelve (12) years after each delivery of fuel product that includes Exempt Fuel from Seller to Buyer, Buyer shall maintain all relevant documentation verifying the exempt use of Exempt Fuel purchased, including but not limited to bills of lading from the terminal, bills of lading or product delivery tickets to the end user, and supplier invoices and invoices provided to third parties (the “Records”). Xxxxx acknowledges and agrees that the Records may be subject to inspection by Xxxxxx’s on-staffverifier under the Regulations, and by Seller on a redacted basis as reasonably necessary to verify exempt status of the Exempt Fuel. Within seven (7) business days of a request for Records by Seller, Buyer shall provide such requested Records to Seller. If Buyer resells Exempt Fuel for agricultural purposes, Buyer shall collect from each end-user customer and provide to Seller upon request within seven (7) business days Washington Department of Revenue Forms 27 0032 or Forms 27 0036, as applicable. f) Buyer shall reasonably cooperate and assist Seller, Seller’s on-staff verifier and Ecology with Seller’s preparation of any forms, documents, or communication necessary to validate the purchased Exempt Fuel under the CCA and CFP, as applicable. g) Buyer’s invoices provided to end-user customers that purchase Exempt Fuel shall consistently include either gross or net volume of Exempt Fuel (or both), category of use of Exempt Fuel (for example, agricultural transport or marine, export), address and contact information of the end user, and other reasonable information requested by Seller and reasonably necessary under the Regulations.

Covenants of Buyer. Buyer hereby covenants to Seller that from the ------------------ date hereof until the Closing Date, Buyer will do the following or cause the following to occur: (a) Buyer shall maintain and operate, at its sole cost and expense, the Storage Facilities in a manner that fully complies with (i) all If required by applicable Laws and Regulations; and (ii) standard industry practice. With respect to the operation of the Storage Facilitieslaws or regulations or deemed desirable by Buyer, Buyer shall make all repairs form an interim banking organization to effect the purchase of the Assets and perform all maintenance in a reasonably timely manner.the assumption of the Liabilities, with Buyer immediately thereafter purchasing the Assets and assuming the Liabilities from such interim organization (b) Buyer shall ensure will prepare and submit for filing the applications, filings and registrations with, and notifications to, all federal and state authorities required on the part of Buyer or any shareholder or affiliate of Buyer for the transactions contemplated by this Agreement to be consummated on the Closing Date and for the operation of the business of Seller after the closing date by Buyer; provided, however, that before making any such filings, Buyer will (i) notify Seller of such filings; (ii) afford Seller an opportunity to review such portions of each such filing which relate to or otherwise discuss the Storage Facilities adhere information concerning Seller or the operation of Seller's business; and (iii) cooperate with Seller for the purpose of making any revisions to its current maintenance standardseach such filing which Seller, in good faith, believes are necessary in order to portray with accuracy the information concerning Seller or the operation of Seller's business. After such filings, Buyer shall maintain its ISO 9000:2000will (I) pursue all such applications, ANSI/ISO/ASQ Q9001-2000 accreditation filings, registrations and notifications diligently and in good faith; (II) file such supplements, amendments and additional information in connection therewith as may be reasonably necessary for the transactions contemplated by this Agreement to be consummated on the International Standards Organization during Closing Date and for the term operation of this Agreementthe business of Seller after the Closing Date; (III) deliver applications, filings, registrations and notifications (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof); (IV) deliver to Seller a copy of each material notice, order, opinion and other item of correspondence received by Buyer from such federal and sate authorities (except for any confidential portions thereof); and (V) advise Seller, at Seller's request, of developments and progress with respect to such matters. (c) At In the event that the assignment of any time during this Agreement Seller shall have the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects one of the Refinery, Storage Facilities and Contracts or the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating to the Storage Facilities without ATM Lease requires the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of party to any such Contract or the work under this Agreement relating to the Storage Facilities with Seller’s consentATM Lease, Buyer shall require its subcontractors will use commercially reasonable efforts to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of Buyerobtain such consent.

Covenants of Buyer. (ai) Until the earliest to occur of (x) the Closing Date, (y) the valid termination of this Agreement and (z) the consummation of alternative financing transactions or asset sales generating net cash proceeds sufficient, when taken together with Other Sources, to pay all amounts payable in cash by Buyer under this Agreement in connection with the transactions contemplated by this Agreement, the Buyer shall (A) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing as promptly as practicable, including using reasonable best efforts to (1) maintain in full force and operateeffect the Commitment Letter and to negotiate and execute definitive agreements with respect to the Debt Financing, which shall not include terms that in any respect expand on the conditions to the funding of the Debt Financing at the Closing or reduce the aggregate amount of the Debt Financing available to be funded on the Closing Date below the amount necessary (when taken together with Other Sources) to consummate the transactions contemplated by this Agreement (the “Financing Agreements”) and (2) satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to the Buyer in the Commitment Letter and such Financing Agreements that are to be satisfied by the Buyer at or prior to the Closing and to consummate the Debt Financing at or prior to the Closing, unless such Commitment Letter and/or Financing Agreements terminate in accordance with their terms upon the consummation of alternative financing transactions or asset sales generating net cash proceeds sufficient, when taken together with Other Sources, to pay all amounts payable in cash by Buyer under this Agreement in connection with the transactions contemplated by this Agreement; and (B) comply with their obligations under the Commitment Letter and the Financing Agreements. The Buyer shall keep Sellers informed on a reasonably current basis in reasonable detail of any material developments concerning the status of the Debt Financing. (ii) In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (other than the consummation of alternative financing transactions or asset sales generating net cash proceeds sufficient, when taken together with Other Sources, to pay all amounts payable in cash by Buyer under this Agreement in connection with the transactions contemplated by this Agreement), Buyer shall use its sole cost reasonable best efforts to take, or cause to be taken, all actions and expenseto do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing from alternative sources in an amount sufficient, when added to the portion of the Debt Financing that is available, to consummate the transactions contemplated by this Agreement and to pay all related fees and expenses (“Alternative Financing”) as promptly as practicable following the occurrence of such event and to obtain, and when obtained, to provide Sellers with a copy of, a new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”); provided, that Buyer shall not be required to obtain financing that includes terms and conditions materially less favorable to Buyer relative to those in the portion of the Financing being replaced. If applicable, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing”, any reference to “Commitment Letter” shall include the “Alternative Financing Commitment Letter” and any references to “Financing Agreements” shall include the definitive documentation relating to any such Alternative Financing. (iii) The Buyer shall promptly (and, in any event, within five (5) Business Days) notify Sellers in writing (A) of any actual breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any other party to the Commitment Letter or Financing Agreement, (B) of the receipt by the Buyer or any of its Affiliates or Representatives of any notice or other communication from any Debt Financing Source, any lender or any other Person with respect to any (1) actual, threatened or alleged breach, default, termination or repudiation by any party to the Commitment Letter or any Financing Agreement or any provision of the Debt Financing contemplated pursuant to the Commitment Letter or Financing Agreements (including any proposal by any Debt Financing Source, or lender or other Person to withdraw, terminate or make a material change in the terms or the conditions of (including the amount of Debt Financing contemplated by) the Commitment Letter), or (2) material dispute or disagreement between or among any parties to the Commitment Letter or any Financing Agreement, (C) if for any reason the Buyer believes in good faith that there is a material possibility that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the Financing Agreements and (D) of the termination or expiration of the Commitment Letter or Financing Agreement, in each case, that would result in, or is a result of, a Restricted Commitment Letter Amendment (as defined below); provided that, with respect to clauses (A), (B) and (C), in no event shall the Buyer be under any obligation to deliver or disclose any information that would reasonably be expected to waive the protection of attorney-client privilege or similar legal privilege or breach any duty of confidentiality. As soon as reasonably practicable, but in any event within five (5) Business Days after a Seller delivers to Buyer a written request, the Storage Facilities Buyer shall provide any information reasonably requested by such Seller relating to any of the circumstances referred to in this Section 6.13(b)(iii). (iv) The Buyer shall not permit or consent to (A) any amendment, replacement, supplement or modification to be made to the Commitment Letter if such amendment, replacement, supplement or modification would (1) change, expand or impose new conditions precedent to the funding of the Debt Financing from those set forth therein on the date hereof, (2) change the timing of the funding of the Debt Financing thereunder or reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing or the consummation of the transactions contemplated by this Agreement, (3) reduce the aggregate cash amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) or (4) otherwise materially adversely affect the ability of the Buyer to consummate the transactions contemplated by this Agreement or the timing of the Closing (collectively, the “Restricted Commitment Letter Amendments”) (provided that, for the avoidance of doubt, subject to the limitations set forth in this Article 6, the Buyer may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof (but not to make any other changes), but only if the addition of such additional parties, individually or in the aggregate, would not result in the occurrence of a Restricted Commitment Letter Amendment), (B) any waiver of any provision or remedy available to the Buyer under the Commitment Letter or (C) early termination of the Commitment Letter (other than in connection with an amendment or replacement of the Commitment Letter in a manner that fully complies with (i) all applicable Laws and Regulations; and (ii) standard industry practice. With respect to the operation of the Storage Facilities, Buyer shall make all repairs and perform all maintenance in is not a reasonably timely manner. (b) Buyer shall ensure that the Storage Facilities adhere to its current maintenance standards. Buyer shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation by the International Standards Organization during the term of this Agreement. (c) At any time during this Agreement Seller shall have the right to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage FacilitiesRestricted Commitment Letter Amendment); provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerousavoidance of doubt, emergency or unsafe conditions at the Storage Facilitiestermination of, or reduction of commitments under, the Commitment Letter pursuant to the terms thereof (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practices. (d) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous Feedstock, including any substances designed amendment, modification or agreement to minimize reflect such termination or reduce Tank Heel levelsreduction) as a result of alternative financing transactions or asset sales generating net cash proceeds sufficient, without when taken together with Other Sources (including any remaining commitments under the express prior written authorization of Seller. (e) Commitment Letter), to pay all amounts payable by the Buyer shall not subcontract any part of the work under this Agreement relating in connection with the transactions contemplated by this Agreement, shall not constitute a Restricted Commitment Letter Amendment or otherwise be prohibited under this clause (iv). For purposes of this Agreement, references to the Storage Facilities without the prior written consent of Seller “Commitment Letter” shall include such document as permitted or required by this Section 6.13 to be amended, modified or waived, in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consenteach case from and after such amendment, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of Buyermodification or waiver.

Covenants of Buyer. SELLER AND PTC. Buyer, Seller and PTC hereby covenant and agree that: (a) For a period of three (3) years following the Closing, or for such longer periods as may be required to satisfy record retention requirements of applicable law, PTC and Buyer shall maintain and operate, at its sole cost and expense, the Storage Facilities in a manner that fully complies with (i) will retain all applicable Laws and Regulations; and (ii) standard industry practice. With respect business records relating to the operation of the Storage FacilitiesBusiness, Buyer shall make including all repairs and perform all maintenance in a reasonably timely mannerrecords required to be retained pursuant to obligations imposed by applicable law. (b) Buyer and Seller or PTC shall ensure that each provide duly authorized representatives of the Storage Facilities adhere other party access to all records relating to the Business for bona fide business reasons at any time during regular business hours, with reasonable prior notice, for a period of three (3) years after the Closing Date or until such later time as all Federal, state and local tax audits of Seller's taxable years during which it owned the Business have been completed, including any litigation related thereto, and such other party may make abstracts from, or make copies of, any such records at its current maintenance standardsown expense. In connection with any review of records relating to the Business as set forth in this Subsection, Buyer and Seller shall maintain its ISO 9000:2000each provide to such duly authorized representatives of the other party (i) access to employees of Buyer, ANSI/ISO/ASQ Q9001-2000 accreditation by Seller and PTC, as the International Standards Organization during case may be, who are familiar with such records and who can assist such representatives of the term other party, at the other party's expense, in locating, explaining or otherwise reviewing such records; and (ii) permission to use Buyer's, Seller's or PTC's copying facilities, clerical services and telephones, as reasonably required, at the other party's expense. No party shall destroy any books, accounts, journals, information, records or computer tapes or diskettes relating to the Business within the period referred to above without written permission of this Agreementthe other, which permission shall not be unreasonably withheld or delayed. (ci) At If, in connection with the conduct by Seller of any time during this Agreement Seller shall have the right litigation or similar proceeding with any third party relating to enter the Storage Facilities and to inspect, examine and inquire concerning all aspects Seller's conduct of the Refinery, Storage Facilities and Business prior to the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to BuyerClosing ("Legal Proceedings"), Seller shall provide request access to any business records included in the Acquired Assets, Buyer shall afford Seller such access upon reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinerynotice. Seller shall not exercise its rights hereunder be permitted to use or, if original documents are required to respond to legal process, remove such exercise will: (i) cause business records temporarily from Buyer's premises for the purpose of responding to legal process or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or making copies thereof. (ii) obstruct If, in connection with Legal Proceedings, Seller or PTC shall require the assistance of former employees (including officers) of Seller employed by Buyer, Seller, PTC and Buyer shall cooperate to establish a schedule reasonably acceptable to both parties whereby Buyer shall provide to Seller and PTC access to such employees as is reasonably required by Seller and PTC; provided, however, Buyer shall have no obligation to provide such assistance if to do so would, in Buyer's reasonable judgment, unreasonably interfere with the operations conduct of Buyer's business. Seller and PTC, as the Storage Facilities case may be, shall pay out-of-pocket costs incurred in a manner inconsistent connection with standard industry practicessuch use of Buyer's employees and shall reimburse Buyer for the number of whole business days spent by each such employee in providing such services at the rate equal to the average daily gross pay per day (including applicable payroll and employee taxes and the value of employee benefits) of such employee during the calendar month in which such services are performed. (diii) Buyer shall not introduce into any of the Storage Facilities or add any chemical substances to Seller’s Oil and Indigenous FeedstockIf, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of Seller. (e) Buyer shall not subcontract any part of the work under this Agreement relating to the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities connection with Seller’s consentLegal Proceedings, Buyer shall require its subcontractors the assistance of Seller's or PTC's employees (including officers), Seller, PTC and Buyer shall cooperate to maintain insurance establish a schedule reasonably acceptable to both parties whereby Seller and PTC shall provide such employees to Buyer as is reasonably required by Buyer;provided, however, Seller shall have no obligation to provide such assistance if to do so would, in this Agreement Seller's reasonable judgment, unreasonably interfere with the conduct of Seller's business. Buyer shall pay out-of-pocket costs incurred in connection with such use of Seller's or PTC's employees, as the case may be, and shall reimburse Seller or PTC for the number of whole business days spent by each such employee in providing such services at the rate equal to the extent average daily gross pay per day (including applicable to payroll and employee taxes and the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish value of employee benefits) of such employee during the same evidence of insurance required of Buyercalendar month in which such services are performed.

Covenants of Buyer. Buyer covenants with Seller as follows: (a) As of the Effective Date, Buyer shall maintain be responsible for the payment of all necessary and operatereasonable capital costs, at its sole cost taxes, expenses and expense, the Storage Facilities in a manner that fully complies with (i) all Burdens incurred against and/or applicable Laws and Regulations; and (ii) standard industry practice. With respect to the operation and use of the Storage FacilitiesAssets after the Effective Date, whether invoiced or not. All production of Hydrocarbons from the Assets occurring after the Effective Date and all proceeds from or attributable thereto shall be the property of and belong to Buyer shall make all repairs and perform all maintenance in a reasonably timely manneras of the Effective Date. (b) Buyer shall ensure that agrees that, within thirty (30) days after the Storage Facilities adhere First Closing, it will remove or cause to its current maintenance standards. Buyer shall maintain its ISO 9000:2000be removed the names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Assets and will not thereafter make any use whatsoever of such names, ANSI/ISO/ASQ Q9001-2000 accreditation by the International Standards Organization during the term of this Agreementmarks and logos. (c) At any time during this Agreement Seller shall have the right Buyer hereby covenants that it will use all reasonable efforts to enter the Storage Facilities comply with all Applicable Laws in its ownership and to inspect, examine and inquire concerning all aspects operation of the RefineryAssets. Buyer specifically covenants that it will comply with all Applicable Laws with respect to (i) all exploration, Storage Facilities drilling, production, plugging and abandonment procedures and operations, and (ii) the Oil control, regulation and Indigenous Feedstock stored thereinprevention of pollution, including, without limitationbut not limited to, docking facilities, storage tanks, saltwater discharge and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided that, if no Event of Default has occurred with respect to Buyer, Seller shall provide reasonable prior notice to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practicescontamination. (d) Buyer shall not introduce into any at First Closing provide security to Seller in accordance with the terms and conditions of the Storage Facilities or add any chemical substances to Seller’s Oil Escrow Agreement and Indigenous Feedstock, including any substances designed to minimize or reduce Tank Heel levels, without the express prior written authorization of SellerSecurity Agreement. (e) From and after the First Closing Date through the earlier of the Termination Date and the Second Closing Date, Buyer shall use its reasonable efforts diligently and in good faith to comply with and abide by the provisions of the Commitment Agreement, as the same relates to this Agreement. (f) From and after the First Closing Date through the earlier of the Termination Date and the Second Closing Date, Buyer shall not subcontract any part of seek to amend or modify, or cause to be amended or modified, the work under Plan, as the same relates to this Agreement relating to Agreement, without first obtaining the Storage Facilities without the prior written consent of Seller in its sole discretion. If Buyer subcontracts any part of the work under this Agreement relating to the Storage Facilities with Seller’s consent, Buyer shall require its subcontractors to maintain insurance required in this Agreement to the extent applicable to the Storage Facilities. If requested by Seller, Buyer shall have its subcontractors furnish the same evidence of insurance required of Buyer.

Covenants of Buyer. (a) Buyer acknowledges and agrees that, notwithstanding anything to the contrary in the Non-Compete Agreement, during the Transition Period only, Sellers may use and operate the Purchased Assets, but only on the terms and subject to all of the conditions and provisions of this Article 5. (b) Buyer acknowledges and agrees that (i) upon termination of the Transition Period, the Purchased Equipment will be left in the condition used for its operation in the ordinary course of business prior to the Closing Date (other than locking-out the Purchased Equipment as may be necessary for safety purposes, in which case all keys and other access necessary to unlock the Purchased Equipment shall maintain be delivered to Buyer upon termination of the Transition Period) and operate(ii) Sellers and their Affiliates may terminate all air or emissions permits with respect to Plant 7 at the Elk Grove Village Facility on the first day after the Exit Date. After the Exit Date, Buyer shall be solely responsible, at its sole cost and expense, for promptly taking all actions necessary to shut down, decommission and otherwise prepare the Storage Facilities Purchased Equipment for a period of extended or permanent shut down in a manner that fully complies accordance with (i) all applicable Laws and Regulationsin a manner consistent, in the reasonable judgment of the Buyer (except as set forth in this Section 5.2(b)), with industry standards (“Shutdown Activities”); and provided that nothing herein shall limit Buyer’s right to retain Environ or one or more other advisors, consultants or contractors who are reasonably approved by Sellers in advance to assist with or to conduct the Shutdown Activities; provided, further that in no event shall the Shutdown Activities include the clean-up, disposal or removal of any opened paint drums, scrap paint or chemical inventory at Plant 7 at the Elk Grove Village Facility (ii) standard industry practice. With respect excluding, for the avoidance of doubt, any opened paint drums, scrap paint or chemical inventory contained in or attached to the operation Purchased Equipment or brought into the Elk Grove Village Facility by Buyer or any of its contractors) and Sellers shall, at their sole cost and expense, be solely responsible for the clean-up, disposal or removal all such opened paint drums, scrap paint and chemical inventory. Sellers shall be entitled reasonable access to the Purchased Equipment and Buyer’s employees, contractors and agents, and Buyer shall provide such information as Sellers may reasonably request, to audit the performance of the Storage FacilitiesShutdown Activities by Buyer or its advisors, consultants or contractors. Buyer shall make all repairs acknowledges and perform all maintenance in a reasonably timely manner. (b) Buyer shall ensure agrees that the Storage Facilities adhere to its current maintenance standards. Buyer Sellers shall maintain its ISO 9000:2000, ANSI/ISO/ASQ Q9001-2000 accreditation have no Liability for any Losses incurred by the International Standards Organization during Business, the term Purchased Assets or any Buyer Party as a result of a failure by Buyer (or any advisor, consultant or contractor of Buyer which assists with or conducts the Shutdown Activities) to take any actions after the Exit Date necessary to perform the Shutdown Activities in accordance with this AgreementSection 5.2(b). (c) At any time during this Agreement Seller shall have the right Subject to enter the Storage Facilities and to inspectSellers’ compliance with their covenants under Section 5.1, examine and inquire concerning all aspects of the Refinery, Storage Facilities and the Oil and Indigenous Feedstock stored therein, including, without limitation, docking facilities, storage tanks, and pipelines, measuring equipment, and any other physical or operational aspects of the Storage Facilities or any of Seller’s products stored in the Storage Facilities; provided Buyer hereby agrees that, if no Event of Default has occurred with respect during the Transition Period, Buyer shall and shall cause its Affiliates to, use commercially reasonable efforts to Buyer, Seller shall provide reasonable prior notice postpone processing against new orders from Target Customers in order to Buyer and adhere to Buyer’s HSE procedures for the Refinery. Seller shall not exercise its rights hereunder if such exercise will: (i) cause or exacerbate any dangerous, emergency or unsafe conditions at the Storage Facilities, or (ii) obstruct or interfere with the operations of the Storage Facilities in a manner inconsistent with standard industry practicesfacilitate Sellers utilizing On-Hand Inventory. (d) Buyer shall hereby agrees that, notwithstanding anything to the contrary in Section 5.1 or the Non-Compete Agreement: (i) any finished goods or “hold for inspection” product being reworked held by any Seller upon termination of the Transition Period that were produced in good faith to fill a Transition Period Order and not introduce into in violation of any of the Storage Facilities or add any chemical substances to Seller’s Oil covenants under Section 5.1 (“Remaining Finished Product”) will be (A) set forth on a schedule that includes customer and Indigenous Feedstockcoil-level detail delivered by Sellers to Buyer within two (2) Business Days after the Exit Date and (B) moved by Sellers from Plant 7 at the Elk Grove Village Facility to Plant 2 at the Elk Grove Village Facility (or elsewhere, including any substances designed to minimize or reduce Tank Heel levels, without as Sellers may determine) and may be sold and/or shipped by Sellers after the express prior written authorization of Seller.Transition Period; (eii) after the Exit Date and until all Remaining Finished Product has been sold by Sellers, Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to postpone processing against new orders from Target Customers in order to facilitate Sellers selling all Remaining Finished Product; (iii) Buyer shall not subcontract use commercially reasonable efforts, at MSC’s expense, to cause any part un-opened paint drums that remain in the Transition Period Inventory upon termination of the work under this Agreement relating Transition Period to be returned to the Storage Facilities without applicable vendor and a credit to be issued to MSC or an Affiliate thereof by such vendor for such returned paint; (iv) Buyer shall use commercially reasonable efforts to have all bare metal owned by a Target Customer (other than any such bare metal to be used to fulfill Transition Period Orders) removed from Sellers’ property at the prior written consent of Seller in its sole discretion. If Buyer subcontracts Target Customer’s or Buyer’s expense, and if any part of bare metal owned by a Target Customer remains on Sellers’ property after the work under this Agreement relating to 30th day after the Storage Facilities with Seller’s consentClosing Date, Buyer shall require cause such bare metal to be removed from Sellers’ property at Buyer’s expense; provided that Sellers shall use commercially reasonable efforts to cooperate with Buyer in its subcontractors efforts to maintain insurance required redirect any such bare metal (other than any such bare metal to be used to fulfill Transition Period Orders) otherwise scheduled to be shipped to Sellers after the Closing Date to be shipped to Buyer (in this Agreement no event at any expense to the extent applicable to the Storage Facilities. If requested Seller); and (v) any Inventory other than Remaining Finished Product, un-opened paint drums or bare metal owned by Sellera Target Customer covered by clauses (ii), Buyer shall have its subcontractors furnish the same evidence of insurance required of Buyer(iii) and (iv) above may be sold or otherwise disposed by Sellers for scrap or re-use by third parties.