Common use of Covenants of Seller Clause in Contracts

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser. (a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.The Seller hereby covenants with Buyer as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, the Seller shall use commercially reasonable best efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof; (b) Except as provided below, a copy of any amendment, renewal or expansion of any existing Lease or any new lease (collectively, the “New Leases” and individually “New Lease”) which Seller wishes to execute between the Effective Date and the Closing Date will be submitted to Buyer. Buyer shall have the right to approve (in its sole and absolute discretion) any such New Lease which Seller desires to enter into between the Approval Date and the Closing Date. With respect to any such New Lease which Buyer has the right to approve, Buyer shall notify the Seller shall have filed or caused in writing within five (5) business days (“New Lease Approval Period”) after its receipt thereof (and any additional information reasonably requested by Buyer from Seller relating to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office any of the Secretary New Leases) of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds either its approval or disapproval thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event Buyer notifies Seller in writing within the New Lease Approval Period that Buyer does not approve any such New Lease, then Seller shall not enter into such New Lease. In the event Buyer fails to perform notify Seller in writing of its obligations under this subsectionapproval or disapproval within the New Lease Approval Period, PurchaserBuyer shall be deemed to have approved any such New Lease. At Closing, Issuer or unless otherwise provided herein, all Tenant Payment Obligations related to the Indenture Trustee may do soNew Leases (collectively, at the expense of “New Lease Costs”) shall be (A) reimbursed to the Seller by Buyer to the extent such New Lease Costs are incurred and paid by Seller, and (B) assumed by Buyer in writing to the extent the Seller’s obligations for such New Lease Costs have not been satisfied. In furtherance At Closing, all unpaid Tenant Payment Obligations incurred in connection with the Leases (other than the New Lease Costs) which have accrued prior to Closing shall be handled in accordance with the terms of Section 4.4(e) hereof. Notwithstanding the foregoing, the nothing contained in this paragraph or elsewhere in this Agreement shall prohibit Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in from doing any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records following: (including, without limitation, financing statementsi) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance entering into month-to-month leases with paragraph (a) above seriously misleading within the meaning of §9-506 existing tenants of the applicable UCCProperty, unless they shall have given Purchaser, Issuer and or (ii) complying with any of the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsobligations of the landlord under the Leases. (c) Except as provided below, a copy of any amendment or renewal of any Contract or any new Contract (collectively, the New Contracts” and individually “New Contract”) which Seller wishes to execute between the Effective Date and the Closing Date will be submitted to Buyer. Buyer shall have the right to approve any such New Contract which such Seller desires to enter into between the Approval Date and the Closing Date. With respect to any such New Contract which Buyer has the right to approve, Buyer shall notify the Seller in writing within five (5) business days (“New Contract Approval Period”) after its receipt thereof (and any additional information reasonably requested by Buyer from Seller relating to any of the New Contracts) of either its approval or disapproval thereof. In the event Buyer notifies Seller in writing within the New Contract Approval Period that Buyer does not approve any such New Contract, then Seller shall give Purchasernot enter into such New Contract. In the event Buyer fails to notify Seller in writing of its approval or disapproval within the New Contract Approval Period, Buyer shall be deemed not to have approved any such New Contract. Notwithstanding the Issuer and foregoing, nothing contained in this Section 5.2(c) or elsewhere this Agreement shall prohibit Seller from entering into any Contract which either expires on or before the Indenture Trustee at least 60 Closing Date or is terminable upon no more than thirty (30) days prior written notice of any relocation that would result in a change of from Seller to the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americaother party to such Contract. (d) Prior to From the Effective Date hereof until the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as Date or earlier termination of or prior to the Closing Datethis Agreement, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and Seller shall not modify or change the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as zoning classifications of the Cutoff Date. Seller Real Property without Buyer’s consent, which consent shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall not be deleted from unreasonably withheld or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementdelayed. (e) If at any xxxx Xxxxxx shall propose to sellFrom the Effective Date hereof until the Closing Date or earlier termination of this Agreement, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, the Seller shall give use commercially reasonable best efforts to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored obtain a tenant estoppel certificate from archives) that, if they shall refer each of the tenants under the Leases in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is substantially the same form attached hereto and made a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.part hereof as Exhibit J.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing date hereof. Without the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest prior written consent of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee which shall not be obligated to file unreasonably withheld or delayed) Seller shall not enter into, amend or terminate any such records (including, without limitation, financing statements) except upon written instruction from the Seller Operating Agreement or the IssuerCasualty Policies, remove any material amount of the Personal Property other than in the ordinary course of business and without replacing the same if so required in the ordinary course of business nor allow the Casualty Policies to expire or lapse for nonpayment of premiums. (b) Seller shall use its good faith, commercially reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to the Closing Date a written estoppel in the form of Exhibit N-1 (with such modifications on which Purchaser and Seller reasonably may agree) (the “Ground Lease Estoppel”) signed by the City of Scottsdale as the landlord under the Ground Lease. Notwithstanding anything herein contained to the contrary, Seller’s inability to obtain the Ground Lease Estoppel shall not change its nameconstitute a default by Seller, identity, state but delivery of incorporation the Ground Lease Estoppel shall be a condition to Purchaser’s obligation to close hereunder. To the extent that any matters as to which Seller has made a representation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading warranty herein are encompassed within the meaning of §9-506 of the applicable UCCGround Lease Estoppel, unless they such representation or warranty shall no longer be effective and Purchaser shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsno rights in connection therewith. (c) Seller shall give Purchaseruse its good faith, commercially reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change expiration of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain Inspection Period, written estoppel certificates (i) in the form of Exhibit N-2 (or as otherwise may be specified in any Lease or with such modifications on which Purchaser and Seller reasonably may agree) (each office from which it services EFLLC Receivables within a “Tenant Estoppel”) signed by each of the United States of America or Canada tenants under any Leases; and (ii) its principal executive office in the form on which Purchaser and Seller reasonably may agree (each a “Contract Estoppel”) signed by any party to any material covenants, conditions and agreements affecting the Property or agreements affording the Property use and access rights to any off-site facilities material to the operations of the Hotel. Notwithstanding anything herein contained to the contrary, Seller’s inability to obtain any Tenant Estoppel or Contract Estoppel shall not constitute a default by Seller hereunder nor shall delivery of all Tenant Estoppels or Contract Estoppels be a condition to Purchaser’s obligation to close hereunder. To the extent that any matters as to which Seller has made a representation or warranty herein are encompassed within the United States of Americaany Tenant Estoppel or Contract Estoppel, such representation or warranty shall no longer be effective and Purchaser shall have no rights in connection therewith. (d) Prior Seller shall use its good faith, commercially reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to the Closing DateDate a written estoppel in a form reasonably requested by Purchaser (with such modifications on which Purchaser and Seller reasonably may agree) (the “PGA Golf Use Estoppel”) signed by the PGA Tour, Inc. with respect to the Golf Use Agreement. Notwithstanding anything herein contained to the contrary, Seller’s inability to obtain the PGA Golf Use Estoppel shall not constitute a default by Seller hereunder, nor shall delivery of the Golf Use Estoppel be a condition to Purchaser’s obligation to close hereunder. To the extent that any matters as to which Seller has maintained accounts made a representation or warranty herein are encompassed within the PGA Golf Use Estoppel, such representation or warranty shall no longer be effective and records Purchaser shall have no rights in connection therewith. (e) Seller shall use its good faith, commercially reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to the Closing Date a written estoppel in a form reasonably requested by Purchaser (with such modifications on which Purchaser and Seller reasonably may agree) (the “Tournament Golf Use Estoppel”) signed by the Tournament Players Club of Scottsdale, Inc. with respect to the Golf Use Agreement. Notwithstanding anything herein contained to the contrary, Seller’s inability to obtain the Tournament Golf Use Estoppel shall not constitute a default by Seller hereunder, nor shall delivery of the Tournament Golf Use Estoppel be a condition to Purchaser’s obligation to close hereunder. To the extent that any matters as to each EFLLC Receivable accurately which Seller has made a representation or warranty herein are encompassed within the Tournament Golf Use Estoppel, such representation or warranty shall no longer be effective and Purchaser shall have no rights in sufficient detail connection therewith (f) A copy of any new lease or renewal or modification of any Lease which Seller wishes to permit execute between the Effective Date and the date of Closing will be submitted to Purchaser for its approval prior to execution by Seller. Purchaser agrees to notify Seller in writing within ten (10) days after its receipt thereof of either its approval or disapproval, including all tenant inducement costs and leasing commissions to be incurred in connection therewith. Purchaser’s approval of any new lease, renewal or modification shall not be unreasonably withheld. In the event Purchaser fails to notify Seller in writing of its approval or disapproval within the ten (10) day time period for such purpose set forth above, such failure shall be deemed the approval by Purchaser. At Closing, Purchaser shall reimburse Seller for any tenant inducement costs, leasing commissions or other expenses, including legal fees, incurred by Seller pursuant to a new Lease or a renewal or a modification approved (or deemed approved) by Purchaser. (g) Seller shall cause the Current HMA to be terminated as of the Closing Date. (h) Seller shall have the right to make and accept Reservations for use of the Hotel’s rooms, banquet and restaurant facilities and meeting and convention facilities (and accept cancellations of such Reservations) in the ordinary course of business at Operator’s customary rates and charges and Purchaser agrees to honor and assume all such Reservations following Closing. (i) Seller acknowledges that as an affiliate of a public company Purchaser will require audited financial statements relating to the reader thereof to know at any time as of or Hotel for the three (3) full calendar years prior to the Closing Date. Seller will use its commercially reasonable efforts, at no cost or liability to Seller, to request the status accountants that prepared such audited financial statements to permit Purchaser and its affiliates to rely on such audits to the extent necessary for Purchaser’s affiliate to comply with its obligations as a public company. The covenant in the preceding sentence shall survive the Closing; provided, however, that the failure of the accountants affirmatively to permit Purchaser or its affiliates to rely on such audits shall not constitute a default of Seller hereunder, nor shall the granting of such EFLLC Receivable, including payments and recoveries made and payments owing (and permission by the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables accountants be a condition to Purchaser, the conveyance of the EFLLC Receivables by Purchaser ’s obligation to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementclose hereunder. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereofdate hereof. Seller shall promptly deliver (or cause to be delivered) to Purchaser and any written notice of termination of any Lease received by Purchaser after the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerEffective Date. (b) Seller shall not change its nameuse reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing, identitywritten estoppel certificates, state in the form of incorporation Exhibit K attached hereto and made a part hereof, or corporate structure if a tenant is unwilling to execute such form in any manner that wouldthe form required by, could or might make any financing statement which contains the certifications or continuation statement filed statements required by, the particular Lease, signed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 each of the applicable UCC, unless they shall have given Purchaser, Issuer and tenants under the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments Leases. A signed certificate is referred to all previously filed financing statements and continuation statementsherein as a “Tenant Estoppel”. (c) Seller shall give Purchasernot enter into any termination, renewal or modification of any Leases or any new Lease of all or any portion of the Issuer Property between the Effective Date and the Indenture Trustee at least 60 days date of Closing without first obtaining Purchaser’s prior written notice of any relocation that would result in a change consent (which shall not be unreasonably withheld or conditioned prior to the expiration of the location Inspection Period, but which may be withheld or granted in Purchaser’s sole discretion thereafter). Purchaser agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the debtor event Purchaser fails to notify Seller in writing of its approval or disapproval within the meaning of Section 9-307 of five (5) business day time period for such purpose set forth above, such failure shall be deemed the applicable UCCapproval by Purchaser. At Closing, Purchaser shall reimburse Seller shall at all times maintain for any Tenant Inducement Costs, leasing commissions or other expenses, including reasonable legal fees, incurred by Seller pursuant to a renewal or a modification or a new Lease approved (ior deemed approved) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americaby Purchaser. (d) Prior Seller shall not enter into any new Operating Agreements relating to the Property which are not terminable upon prior thirty (30) day notice (any termination or penalty fees shall be paid by Seller) between the Effective Date and the date of Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit without first obtaining Purchaser’s prior written consent (i) the reader thereof to know at any time as of which shall not be unreasonably withheld or conditioned prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as expiration of the Cutoff Date. Seller shall maintain its computer systems so thatInspection Period, from and after the time of sale under this Agreement of the EFLLC Receivables to but which may be withheld or granted in Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementsole discretion thereafter). (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Seller covenants with Purchaser., as follows: (a) At After the date hereof and prior to the expiration of the Due Diligence Period, Seller shall not enter into any new leases, or amend, modify or extend any existing Leases, in any case without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). After the expiration of the Due Diligence Period and prior to the Closing Date, Seller shall not enter into any new leases, or amend, modify or extend any existing Leases, in any case without the prior written consent of Purchaser (which may be withheld in Purchaser’s sole and absolute discretion). Prior to the expiration of the Due Diligence Period, if Purchaser fails to respond within three (3) business days after Seller’s request for consent to a new Lease or amendment, modification or extension of any existing Lease, Purchaser shall be deemed to have filed consented to the same. After the expiration of the Due Diligence Period, if Purchaser fails to respond within three (3) business days after Seller’s request for consent to a new lease or caused amendment, modification or extension of any existing Lease, Purchaser shall be deemed to be filed a UCC-1 financing statementhave disapproved the same. If Purchaser consents (or is deemed to consent) to any such new lease, naming Seller as seller or debtorto the amendment, naming Purchaser as purchaser modification or secured party and describing the EFLLC Receivables extension of any existing Lease and the EFLLC Other Conveyed Property being sold transaction contemplated by it to Purchaser as collateralthis Agreement is consummated, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time be solely responsible for the payment of all leasing commissions in connection therewith and any tenant improvement costs or allowance, move-in allowance and any other payment to time thereafterthe tenant thereunder (whether coming due prior to the Closing (if the transaction contemplated by this Agreement closes, in which case any such amount shall be payable to Seller shall authorize at the Closing to the extent paid by Seller), or coming due after the Closing) to the extent the amount of such costs, payments and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture commissions were contained in the EFLLC Receivables information relating to such new lease or modification of any existing Lease delivered to and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, approved by Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Until the Closing, Seller shall keep the Property insured against fire, vandalism and other loss, damage and destruction to the extent and in the amounts maintained on the date of this Agreement, provided, however, that Seller’s insurance policies shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or be assigned to Purchaser at the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereofClosing, and Purchaser shall promptly file appropriate amendments be obligated to all previously filed financing statements obtain its own insurance coverage from and continuation statementsafter the Closing. (c) Until the Closing, Seller shall give Purchaser, operate and maintain the Issuer Property in the manner being operated and maintained on the Indenture Trustee at least 60 days prior written notice date of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americathis Agreement. (d) Prior Seller shall give a written notice of termination for any of the service contracts required to be terminated by Purchaser by written notice given to Seller no later than the expiration of the Due Diligence Period which are terminable without cost or penalty to Seller, it being understood that Purchaser shall be responsible to assume all such service contracts described on Exhibit J which are not terminable by Seller without cost or penalty. Seller further agrees that, after the date of this Agreement, Seller shall not enter into any new service contracts or extend, renew or materially modify any existing service contracts except those that are terminable by Seller at will without penalty or cost effective as of Closing. Notwithstanding anything to the Closing Datecontrary contained herein, Seller has maintained accounts and records as Purchaser shall be required to each EFLLC Receivable accurately and in sufficient detail to permit assume: (i) the reader thereof electricity contract with Gexa Energy, the contract with Captivate and the copier agreement with Novacopy, all of which are listed on Exhibit J attached hereto; (ii) each contract with Metroplex General Contractors for the construction of tenant improvements required under the Leases with NFI Road Rail, DW Energy, Direct Packet One Vision and THEO Group, all as more particularly described on Exhibit O; provided, however, that Purchaser shall only be required to know at any time assume each such contract if the work required to be completed under such contract has not been completed as of or Closing. For each such contract which Purchaser is required to assume, Seller shall, prior to Closing, provide Purchaser with a certificate in the form of Exhibit P attached hereto from such contractor with respect to each such contract; (iii) the contract with Fujitec America, Inc. for elevator modernization, as more particularly described on Exhibit O. Seller shall, prior to Closing, provide Purchaser with a certificate in the form of Exhibit P attached hereto from such contractor with respect to such contract; (iv) the contract with Associated Time & Parking Controls for parking control equipment, as more particularly described on Exhibit O;. Seller shall, prior to Closing, provide Purchaser with a certificate in the form of Exhibit P attached hereto from such contractor with respect to such contract; and (v) the contract with Metroplex General Contractors for corridor/RR upgrades on floor 18 and corridor upgrades on floor 9, as more particularly described on Exhibit O. Seller shall, prior to Closing, provide Purchaser with a certificate in the form of Exhibit P attached hereto from such contractor with respect to such contract. Seller shall credit Purchaser at Closing Datefor any unfunded amounts under all of the contracts described in clauses (i), the status of such EFLLC Receivable(ii), including payments and recoveries made and payments owing (and the nature of eachiii) and (iiiv) reconciliation between payments or recoveries on (or with respect toabove as more specifically provided for in Section 13(a)(vii) each EFLLC Receivable and in the Principal Balance amounts correctly reflected in the contractor’s certificates required to be delivered to Purchaser as of the Cutoff Dateprovided above. Seller shall maintain its computer systems so that, from terminate any management and after leasing agreements for the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementProperty at Closing. (e) If at any xxxx Xxxxxx During the pendency of this Agreement, Seller shall propose to sellnot alienate, grant a security interest inlien, encumber or otherwise transfer all or any interest in any motor vehicle receivables the Property (other than to any prospective purchaser, lender or other transfereePurchaser at the Closing). (f) During the pendency of this Agreement, Seller shall give to such prospective purchasernot market, lendersolicit, negotiate, or other transferee computer tapes, records, or print-outs (including enter into any restored from archives) that, if they shall refer in agreement with any manner whatsoever to any EFLLC Receivable (party other than an EFLLC Receivable that is a Purchased Receivable)Purchaser for the sale or transfer of any interest in the Property. (g) Promptly following Closing, Seller shall indicate clearly that such EFLLC Receivable has been sold shut down any websites pertaining to the Real Property. The provisions of this Section 10(g) shall survive Closing. (h) After the expiration of the Due Diligence Period, Seller shall, upon request from Purchaser, sold deliver subordination, non-disturbance and attornment agreements (each, a “SNDA”) prepared by Purchaser to Issuerthe Major Tenants and request that they execute the same in connection with the potential sale of the Property; provided, contributed by the Issuer however, that in no event shall Seller be required to the Holding Trust, deliver an SNDA to any Major Tenant unless such Major Tenant has returned (and is owned by the Holding TrustPurchaser has approved or been deemed to approve) its applicable Approved Estoppel. In no event shall Purchaser’s receipt of any SNDA(s) be a condition precedent to any of Purchaser’s obligations under this Agreement.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants as follows: (a) At or prior to Between the Effective Date and the Closing Date, Seller, at its sole cost and expense, shall operate and maintain the Property in its present condition, ordinary wear and tear excepted; (b) Between the Effective Date and the Closing Date, Seller shall have filed or caused maintain all casualty, liability and hazard insurance currently in force with respect to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables Property; and (c) Between the Effective Date and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafterClosing Date, Seller shall authorize lease, operate, manage and file such financing statements enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof, maintaining present services and cause to be authorized sufficient supplies and filed such continuation statements, all in such manner equipment for the operation and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, maintenance of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted prior to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (includingdate hereof; provided, without limitationhowever, financing statements) except upon written instruction from the Seller or the Issuer. (b) that Seller shall not change its name, identity, state of incorporation enter into any service contract that cannot be terminated within thirty (30) days notice without fee or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller penalty (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice Purchaser a copy of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americasuch new service contract upon Seller’s execution thereof). (d) Prior A copy of each proposed Lease or any proposed written assignment, amendment, modification or other material change relating thereto presented to Seller between the Effective Date and the Closing Date for its approval and execution will be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval thereof, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the event Purchaser fails to notify Seller in writing of its approval or disapproval of any such Lease within the five-business-day period for such purpose set forth above, such failure shall be deemed the approval by Purchaser of such Lease. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs or leasing commissions incurred by Seller pursuant to a new Lease approved (or deemed approved) by Purchaser. (e) Between the Effective Date and the Closing Date, Seller has maintained accounts shall provide to Purchaser upon the receipt thereof, any and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at all written notices of any time as Events of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as Default under any of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from Leases or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementContracts. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.. -------------------------------- (a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming executed by Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State Commonwealth of Delaware Virginia, the office of the Clerk of the City of Norfolk, Virginia and in such other locations as Purchaser shall have requiredrequired and as shall be necessary to perfect the security interest of Purchaser in the collateral. From time to time thereafter, Seller shall authorize execute and file such additional financing statements and cause to be authorized executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee Trust Collateral Agent under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser Purchaser, the Trust Collateral Agent and the Indenture Trustee Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee Trust Collateral Agent may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee Trust Collateral Agent on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §(S) 9-506 402(7) of the applicable UCC, unless they it shall have given Purchaser, Issuer and the Indenture Trustee Trust Collateral Agent at least 60 days’ ' prior written notice thereof, and shall promptly file have provided evidence of appropriate amendments to all previously filed financing statements and continuation statementsstatements acceptable to the Controlling Party. (c) Seller shall give Purchaser, the Issuer Issuer, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) and the Indenture Trustee Trust Collateral Agent at least 60 days days' prior written notice of any relocation that would of its principal place of business or chief executive office if, as a result in a change of such relocation, the applicable provisions of the location UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and Seller shall provide evidence of appropriate filings required by the debtor within UCC acceptable to the meaning of Section 9-307 of the applicable UCCControlling Party. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal place of business and chief executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, Date the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Closing Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, and the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding TrustIssuer, Seller’s 's master computer records (including archives) that shall refer to an EFLLC a Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, Purchaser and has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding TrustIssuer. Indication of the Holding Trust’s Issuer's ownership of an EFLLC a Receivable shall be deleted from or modified on Seller’s 's computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementfull. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding TrustIssuer.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants as follows: (a) At or prior to Between the Effective Date and the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statementmaintain the Property in its present condition, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party ordinary wear and describing tear excepted; (b) Between the EFLLC Receivables Effective Date and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafterClosing Date, Seller shall authorize maintain all casualty, liability and file such financing statements hazard insurance currently in force with respect to the Property; and (c) Between the Effective Date and cause the Closing Date, Seller shall lease, operate, manage and enter into contracts with respect to be authorized the Property, in the same manner done by Seller prior to the date hereof, maintaining present services and filed such continuation statements, all in such manner sufficient supplies and in such places as may be required by law fully to preserve, maintain equipment for the operation and protect the interest of Purchaser under this Agreement, maintenance of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted prior to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (includingdate hereof; provided, without limitationhowever, financing statements) except upon written instruction from the Seller or the Issuer. (b) that Seller shall not change its name, identity, state of incorporation or corporate structure in enter into any manner service contract that would, could or might make any financing statement or continuation statement filed by Seller cannot be terminated within thirty (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller30) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCCnotice. Seller shall at terminate all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americaservice contracts. (d) Prior A copy of each Lease presented to Seller between the Effective Date and the Closing Date for its approval and execution will be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt of each such Lease of either its approval or disapproval thereof, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the event Purchaser fails to notify Seller in writing of its approval or disapproval of any such Lease within the five-business-day period for such purpose set forth above, such failure shall be deemed the approval by Purchaser of such Lease. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs or leasing commissions incurred by Seller pursuant to a new Lease approved (or deemed approved) by Purchaser. (e) From the Effective Date until the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of shall not sell, transfer or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as otherwise dispose of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest inProperty, or otherwise transfer any interest in portion thereof, nor enter into any motor vehicle receivables to any prospective purchaserleases, lender service contracts, trust deeds, mortgages, restrictions, encumbrances, liens, licenses or other transferee, Seller shall give to such prospective purchaser, lender, instruments or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer agreements affecting the Property except in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustordinary course of business.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At or prior to From the Effective Date hereof until the Closing Dateor earlier termination of this Agreement, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party operate and describing maintain the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC)Property, including, without limitation, financing statementsperforming repairs and maintenance and performing its obligations under the Leases, in all jurisdictions a manner generally consistent with the manner in which Seller has operated and with all filing offices as maintained the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted Property prior to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer.date hereof; (b) Except as provided in this Section 5.4(b), a copy of any amendment, renewal, termination or expansion of an Existing Lease or of any new Lease which Seller desires to execute between the Effective Date and the Closing Date will be submitted to Purchaser prior to execution by Seller, which shall include all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. Seller shall not change enter into any new Lease or amend any existing Lease without the approval of Purchaser, which approval (i) may be withheld or denied in Purchaser's sole and absolute discretion after the expiration of the Inspection Period and (ii) shall not be unreasonably withheld, delayed or conditioned during the Inspection Period. Purchaser agrees to notify Seller in writing within five (5) business days after its namereceipt thereof of either its approval or disapproval thereof. In the event Purchaser fails to notify Seller of its approval or disapproval within the five (5) business day period set forth above, identityPurchaser shall be deemed to have approved such new Lease, state of incorporation amendment, renewal or corporate structure in expansion. Notwithstanding the foregoing, Purchaser shall have no right to approve any manner that would, could or might make any financing statement or continuation statement filed amendment to an existing Lease entered into by Seller (pursuant to evidence the exercise by a tenant of a right or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) option granted to such tenant in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsits Lease. (c) A copy of any amendment or renewal of an existing Operating Agreement or of any new operating agreement which Seller desires to execute between the Effective Date and the Closing Date will be submitted to Purchaser prior to execution by Seller. Except as it relates to Operating Agreements that may be terminated without penalty upon no more than thirty (30) days' notice, Seller shall give not enter into any new operating agreement, service contract or other agreement that would affect the Property or amend any existing Operating Agreement without the approval of Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain which approval (i) each office from which it services EFLLC Receivables within may be withheld or denied in Purchaser's sole and absolute discretion after the United States expiration of America or Canada the Inspection Period and (ii) shall not be unreasonably withheld, delayed or conditioned during the Inspection Period. Purchaser agrees to notify Seller in writing within five (5) business days after its principal executive office receipt thereof of either its approval or disapproval thereof. In the event Purchaser fails to notify Seller in writing of its approval or disapproval within the United States five (5) business day period set forth above, Purchaser shall be deemed to have approved such new operating agreement, amendment, or renewal. Any operating agreement or amendment or renewal of Americaan existing Operating Agreement entered into pursuant to this Section 5.4(c) shall be deemed to be an "Assumed Operating Agreement" (as defined below). (d) Prior Upon written notice from Purchaser on or before the expiration of the Inspection Period, Seller shall give appropriate notices of termination of those Operating Agreements designated by Purchaser by a written notice given to Seller prior to the Closing Dateexpiration of the Inspection Period (but only to the extent termination is permitted thereunder without penalty); provided, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit however, that (i) those Operating Agreements designated with an "asterisk" on Exhibit F are not terminable and shall be deemed Assumed Operating Agreements, which Purchaser shall assume at Closing; and (ii) if the reader thereof notice period required to know terminate such Operating Agreements shall not have expired prior to Closing, at any time Closing, the Property will be subject to the terms of such Operating Agreements and such Operating Agreements shall be deemed to be Assumed Operating Agreements. The Operating Agreements which Purchaser has not required be terminated or which otherwise are not required to be terminated as aforesaid are herein collectively referred to as the "Assumed Operating Agreements". (e) Seller shall maintain in existence and comply with all of the terms and conditions of the Licenses and Permits in a manner generally consistent with the manner that Seller has done so as of the Effective Date. Seller shall maintain insurance coverages substantially the same as those currently in effect with respect to the Property, so long as such coverages remain available at commercially reasonable rates, and shall maintain such coverages as Seller would be maintaining if Seller did not intend to sell the Property. (f) Seller shall use commercially reasonable efforts to deliver to Purchaser on or prior to the Closing DateDate an estoppel letter substantially in the form attached as Exhibit E (or, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance to any tenant, in such other form as of the Cutoff Date. Seller shall maintain its computer systems so thatmay be provided for in such tenant's Lease), from and after each tenant at the time of sale Improvements (the "Estoppel Condition"). Seller's failure to satisfy the Estoppel Condition shall in no instance constitute a default by Seller under this Agreement and in the event of such failure, Purchaser's sole right shall be either to terminate this Agreement in which case the EFLLC Receivables Deposit, and all interest earned thereon, shall be returned to Purchaser, or to waive the conveyance of the EFLLC Receivables by Purchaser Estoppel Condition (to the Issuer extent not satisfied) and proceed with the contribution Closing. Notwithstanding the foregoing, the parties agree that Seller shall have a right, from time to time, to extend the Closing Date for up to a total of thirty (30) days in order to attempt to satisfy the EFLLC Receivables by Estoppel Condition upon the Issuer giving of notice of such election to Purchaser at least two (2) business days prior to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementthen existing Closing Date. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection Seller hereby covenants with Purchaser that from the Effective Date until the Closing or earlier termination of Title this Agreement: (a) Seller shall use commercially reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Effective Date. (i) A copy of any written term sheet or offer, amendment, renewal, expansion or modification of an existing Lease or a copy of any new Lease (hereafter referred to, in either case, as a "Proposal") for commercial or retail space in the Property which Seller wishes to execute between the Effective Date and the date of Closing, which Proposal shall include reference to all Tenant Inducement Costs, leasing commissions and attorneys' fees and expenses expected to be incurred in connection therewith, shall be submitted to Purchaser prior to execution by Seller and Seller will not execute same without Purchaser's approval or deemed approval. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt of the Proposal of either its approval or disapproval thereof, such approval shall not be unreasonably withheld. In the event Purchaser informs Seller within such five (5) business day period that Purchaser disapproves the Proposal, Seller shall keep the applicable space vacant and Purchaser shall, at Closing, or promptly upon the sooner termination of this Agreement, pay rent to Seller for the applicable period of time during the term hereof that the space was kept vacant, in an amount equal to the proposed rent set forth in the Proposal. Purchaser acknowledges that it shall remain liable for paying the foregoing rent regardless of whether the Closing occurs and such liability shall survive the Closing or earlier termination of this Agreement. Purchaser shall have no right to disapprove and shall be deemed to have approved any renewal or modification which occurs or is made pursuant to the terms of an existing Lease. In the event Purchaser fails to notify Seller in writing of its approval or disapproval of the Proposal within the five (5) business day period set forth above, Purchaser shall be deemed to have approved such Proposal, including all Tenant Inducement Costs, leasing commissions and attorneys' fees and expenses to be incurred in connection therewith. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions and attorneys' fees and expense, incurred by Seller pursuant to any Proposal approved (or deemed approved) by Purchaser. (c) notwithstanding any provision to the contrary in this Agreement, Seller shall have the right to renew and offer renewals for any leases for any tenants of the Property whose tenancies are subject to rent regulations in accordance with applicable laws. In the event any tenant is currently paying rent at a "rent regulated rate" (including "preferential rate"), then Seller may offer such tenant a renewal lease as required by law by applying current rent guidelines with such increases as are permitted by current rent guidelines to the "rent regulated rate". (d) notwithstanding any provision to the contrary in this Agreement, with respect to any new Lease for residential space affecting the Property, or any amendment, renewal or extension of an existing Lease for residential space, which is not subject to rent regulations in accordance with applicable laws, Seller may, without the prior consent of Purchaser, enter into such Lease after the Effective Date prior to Closing, provided that Seller shall comply with the following: (i) such new Lease or amendment, renewal or extension shall be based upon Seller's standard residential market rate form Lease; (ii) any new Lease shall not be offered at a rent less than the then current market rent for comparable apartments at the Property; and (iii) any such new Lease shall be for a term of not more than 2 years. (e) Subject to Section 5.7(h) hereof, and notwithstanding any other provision to the contrary in this Agreement, Seller's reserves the right to institute, maintain, and defend such administrative and legal proceedings and actions as Seller deems commercially reasonable between the Effective Date and Closing, provided, that Seller shall not settle any such proceeding other than in connection with (i) a Reserved Con Ed Claim, (ii) or Reserved Litigation, or (iii) any other proceeding or action without Purchaser's consent, not to be unreasonably withheld, conditioned, or delayed, which may have an adverse affect on the Property or Purchaser except to a de minimus extent. (f) Subject to Section 4.8 (d) hereof, from the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall not enter into any new Operating Agreement or materially amend or modify any existing Operating Agreements other than (a) At with the consent of Purchaser not to be unreasonably withheld or delayed, or (b) Operating Agreements that are cancelable at any time without cause on not more than thirty (30) days' notice without payment of a cancellation fee or other consideration (other than any payable by Seller), or which expire or are cancelable on or prior to the Closing Datedate of Closing. (g) Seller shall join with Purchaser to execute a notice (the "NYC Notice") in the form attached hereto as Exhibit J, which Seller shall send to the City of New York, Department of Transportation (the "NYCDOT") upon the closing of this transaction, informing the NYCDOT of the pending sale of the Property and of the proposed assignment to Purchaser of Seller's interest in, and obligations under, the Revocable Consents (including the security funds deposited thereunder) and requesting that the NYCDOT consent to such proposed assignment or, alternatively, issue new Revocable Consents to the Purchaser as of the Closing. Seller shall also join with Purchaser to execute a license agreement in which Seller agrees to license all of its right, title and interest in the Revocable Consents for no additional consideration (other than the reimbursement of sums due under the Revocable Consents due to NYCDOT) until such time that the NYCDOT issues consents to the assignment of the Revocable Consents to Purchaser or alternatively, issues new Revocable Consents to the Purchaser. (h) From and after the Closing, Seller shall have filed not enter into any agreement, settlement, arrangement or caused understanding with Con Ed, any Governmental Authority or any other party relating to any Environmental Condition other than in connection with the Reserved Con Ed Claims without the prior consent of Purchaser, such consent not to be filed a UCC-1 financing statementunreasonably withheld or delayed, naming Seller as seller or debtor, naming and shall not communicate with any Governmental Authority with respect to any Environmental Condition (except to the extent required by Environmental Law and shall notify Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations instance) without first obtaining Purchaser's prior written consent, such consent not to be unreasonably withheld or delayed. From and after the Closing, as between Purchaser and Seller, Purchaser shall have required. From time the exclusive right to time thereaftercontrol any activity, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts forincluding without limitation, any document filed as investigation, cleanup, removal, remedial or other response actions, in each case, relating to any Environmental Condition subject to Purchaser's indemnity set forth in Section 9.3 hereof and provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the Purchaser complies with all applicable UCC)law, including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerEnvironmental Laws. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Buyer as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to cause Manager to operate and maintain the Property in a manner generally consistent with the manner in which it has been operated and maintained prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerdate hereof. (b) A copy of any modification of the Leases which Seller wishes to execute between the Effective Date and the date of Closing will be submitted to Buyer for its approval prior to execution by Seller. Buyer agrees to notify Seller in writing within ten (10) business days after its receipt thereof of either its approval or disapproval, including all tenant inducement costs and leasing commissions to be incurred in connection therewith. In the event Buyer informs Seller that Buyer does not approve such modification of the Leases, which approval shall not be unreasonably withheld, Seller shall not change enter into such agreement. In the event Buyer fails to notify Seller in writing of its nameapproval or disapproval within ten (10) business days, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed such failure shall be deemed the approval by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsBuyer. (c) Seller and Manager shall give Purchaser, have the Issuer right to make and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change accept reservations for use of the location Hotel's rooms, banquet and restaurant facilities and meeting and convention facilities (and accept cancellations of such Reservations) in the debtor within the meaning ordinary course of Section 9-307 of the applicable UCC. Seller shall business at Seller's customary rates and charges and Buyer agrees to honor and assume all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americasuch Reservations following Closing. (d) Prior to After the Closing Dateexpiration of the Inspection Period, without the consent of Buyer (which shall not be unreasonably withheld or delayed), Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit shall not enter into any Service Contracts which are not terminable by Closing or which are not terminable with thirty (i30) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementday notice. (e) If at Seller shall not release or modify any xxxx Xxxxxx warranties and guaranties, if any, except with the prior written consent of Buyer. (f) Seller shall propose cause to sellbe paid prior to delinquency all ad valorem, grant a security interest inoccupancy and sales taxes due and payable with respect to the Property or the operation of the Hotel. (g) In addition to the Due Diligence Documents already provided to Buyer as set forth in Section 3.1, or otherwise transfer any interest in any motor vehicle receivables if not already provided to any prospective purchaser, lender or other transfereeBuyer, Seller shall give deliver to such prospective purchaser, lenderBuyer, or make available at the Property, at Seller’s sole discretion, within five (5) days after the Effective Date, copies of all of the following relating to or affecting the Property which Seller has access to or are in Seller’s possession or control: soil and environmental reports and tests, including any existing Phase 1 Environmental Site Assessment; engineering reports; any other transferee computer tapesproperty condition reports (whether land, recordsbuilding or equipment), including roof and structural reports, HVAC and building system reports; inspection notices, reports and results; surveys; site plans; title work; architectural and engineering plans and drawings; property tax and special assessment bills together with any notices concerning assessment, valuation or property tax or special assessment; certificates of occupancy; building permits; agreements with any governmental authority; notices of violation from and other correspondences with governmental authority (including correspondences with the MPCA); governmental authority and third party consultants responses and conclusions with respect to review of the Property; and correspondences and other pertinent documents, notices and items relating to or affecting the Property. (h) If not already provided to Buyer, Seller shall also deliver to Buyer, or print-outs make available to Buyer at the Property, at Seller’s sole discretion, within five (including 5) days after the Effective Date, correct and complete copies of all Service Contract and other existing agreements or contracts related to or affecting the Property which Seller has access to or are in Seller’s possession or control, including, but not limited to: any restored from archiveseasements, licenses, covenants and use restrictions; any warranties for equipment or improvements; and any maintenance, management and service contracts, whether or not being assumed by Buyer. (i) thatThe obligation of Seller to provide the above referenced items is ongoing through Closing in the event that Seller gains access to, if they or possession or control of, any additional or updated above referenced items after the Effective Date. Seller shall, at no cost, expense or liability to Seller, cooperate in all reasonable respects with Buyer’s due diligence efforts. Seller shall refer in any manner whatsoever not be entitled to any EFLLC Receivable compensation in connection with such cooperation. (j) Seller shall at its own cost and expense operate, lease and maintain the Property in the same manner as it has been operated and maintained heretofore, free from waste and neglect, reasonable wear and tear excepted. (k) Seller shall, at no cost, expense or liability to Seller, cooperate in all reasonable respects and in good faith with Buyer in obtaining governmental and third party approvals, consents and agreements, and shall execute such applications, permits, agreements and other than an EFLLC Receivable that is a Purchased Receivable)documents as may be reasonably required by Buyer, shall indicate clearly provided that such EFLLC Receivable has been sold items may be effective as of the Closing. Seller shall not be entitled to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustany compensation or reimbursement of costs in connection with such cooperation.

Covenants of Seller. SECTION 4.1 Protection Seller hereby covenants with ------------------- Purchaser, which covenants shall be performed at Seller's sole cost and expense unless otherwise set forth in this Agreement, that commencing upon the date of Title of Purchaser.the Original Agreement and continuing until the Closing Date (or as otherwise set forth below): (a) At Upon learning of any material change in any condition with respect to the Property or prior of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement untrue or misleading in any material respect, promptly to notify Purchaser thereof (Purchaser agreeing, on learning of any such fact or condition, promptly to notify Seller thereof). (b) To continue or cause to continue to operate the Property, under the Franchise Agreement in a good and businesslike fashion consistent with its past practices (which Seller believes to be in compliance with the Franchise Agreement) and to cause the Property to be maintained in good working order and condition in a manner consistent with its past practice. (c) To provide to Purchaser, promptly upon reasonable request, such unaudited financial and other information and certifications of Seller with respect to the Property as Purchaser may from time to time reasonably request in order to comply with any applicable securities laws and/or any rules, regulations or requirements of the Securities and Exchange Commission and, if required or requested, to permit Purchaser to incorporate by reference any information included in filings made by Seller with the Securities and Exchange Commission. Without limiting the foregoing, Seller shall provide to Purchaser a copy of each monthly profit and loss statement for the Property. (d) Seller shall not, without the Purchaser's written consent, enter into any modifications, renewals or extensions of any of the Space Leases, the Franchise Agreement or the documents evidencing and securing the Assumed Debt, other than those modifications, renewals or extensions required by the terms of the applicable document, or enter into any other leases, agreements, mortgages or other loan documents or other commitments relating to the Property or the operation of the Hotel other than in the normal course of business and which are by their terms terminable without penalty upon not more than thirty (30) days notice. (e) From and after the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office employ substantially all of the Secretary of State present employees of the State Hotel, in at least the number and positions as are required in order to avoid triggering any notification requirements under the Worker Adjustment Retraining and Notification Act ("WARN Act"), without -------- limiting Seller's ability to discharge any or all of Delaware and in such other locations employees thereafter (provided, however, that no such discharge will trigger a WARN Act notification or otherwise impose any obligations on Seller). Any employees of Seller working at the Hotel as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under Closing Date shall remain the Sale employees of Seller after the Closing Date. Seller hereby agrees to indemnify and Servicing Agreement hold harmless Purchaser from and against any and all liability, cost, damages and expenses arising from or relating to the failure of Seller to comply with this Section 8.1(e). The -------------- provisions of this Section 8.1(e) shall survive the Indenture Trustee under Closing. -------------- (f) To operate, manage, and maintain the Indenture Hotel consistent with Seller's prior practice and as a reasonable and prudent operator of like- kind hotels in the EFLLC Receivables same competitive market would operate, manage, and maintain the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC)Hotel, including, without limitation, financing statements(i) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel facilities on terms not less favorable than the terms typically arranged by Seller as of the date of this Agreement and in accordance with Seller's prior practice, (iii) maintaining the current level of advertising and other promotional activities for Hotel facilities, (iv) maintaining its books of accounts and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years; (v) continuing to operate the Property under the Liquor License and Franchise Agreement, in a fashion consistent with its past practice (which Seller believes to be in compliance with such Liquor License and Franchise Agreement); (vi) maintaining supplies and personalty consistent with the prior operations of Seller; (vii) expending such amounts for advertising and promotions as are scheduled to be expended prior to Closing pursuant to Seller's 1997 operating budget for the Hotel; and (viii) expending such amounts for capital improvements as are scheduled to be expended prior to Closing pursuant to Seller's 1997 capital budget for the Hotel, provided that if any such scheduled capital improvement is not completed prior to Closing, Seller shall complete such improvements at its sole cost and expense in a manner consistent with Seller's past operation of the Hotel and this subparagraph (viii) shall survive Closing; (g) To keep and maintain the Hotel in a state of repair and condition consistent with the requirements of clause (f) above; (h) To keep, observe, and perform all jurisdictions its obligations in all material respects under the Space Leases the Franchise Agreement, the Liquor License, the documents evidencing and securing the Assumed Debt and the Contracts for the Hotel, and all other applicable contractual arrangements relating to the Hotel consistent with Seller's past practice; (i) To not enter into any new agreements of the nature of Contracts or Space Leases or any amendments, modifications, renewals or extensions of any existing Contracts, Space Leases, or documents evidencing the Assumed Debt, without Purchaser's prior written consent, except that the Seller shall not be required to obtain Purchaser's consent to any new agreement or any renewal or extension of existing agreements which may be terminated on not more than thirty (30) days prior notice without cost or expense. Any such new agreement or renewal or extension of existing agreements to which Purchaser's consent was not obtained, whether or not such consent is required under this Section 8.1(i) shall subject the applicable agreement to Purchaser's review -------------- under Section 3; --------- (j) To not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding and replacing, where needed or appropriate, worn items, and timely make all repairs, maintenance, and replacements to keep the Hotel and all FF&E in good operating condition; (k) To comply with all filing offices as the Purchaser or the Issuer may determinefederal, in its sole discretionstate, are necessary or advisable to perfect the security interest granted and municipal laws, ordinances, regulations, and orders relating to the Purchaser pursuant Hotel; (l) To not sell or assign or enter into any agreement to Section 6.9 sell or assign, or to create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Hotel or any portion thereof; (m) To not cancel any existing booking contracts for the use of Hotel facilities or new booking contracts obtained by Seller after the date of this Agreement. Such financing statements Agreement except as may describe be consistent with Seller's past practices and the collateral practices of a reasonable and prudent operator of a like-kind hotels in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determinecompetitive market, in its sole discretion, is necessary, advisable or prudent and to ensure the perfection of the security interest in the collateral granted continue to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer.book contracts and reservations consistent with prior practices; (bn) Seller shall not change its nameTo pay or cause to be paid all taxes, identityassessments and other impositions levied or assessed on the Hotel or any part thereof on or before the date on which the payment thereof is due; (o) To use reasonable, state of incorporation or corporate structure in good faith efforts to obtain the Estoppel Certificates, the Franchisor Comfort Letters, and any manner that would, could or might make any financing statement or continuation statement filed consents and approvals necessary for the transaction contemplated by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee this Agreement at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or one week prior to the Closing DateClosing; to continue to use reasonable, good faith efforts to obtain such items thereafter; to promptly inform Purchaser of any issues or problems which Seller foresees in obtaining any such items; and to deliver each such item to Purchaser promptly after receipt thereof; and (p) To keep the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and existing insurance coverage for the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid Hotel in full pursuant to the terms of the Sale force and Servicing Agreementeffect. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller covenants that, from and after the Effective Date, Seller shall: (a) At or prior Give Purchaser and Purchaser’s agents and representatives full access to physically inspect the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser make such inspections, surveys, test borings, soil analyses, and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed other tests and surveys thereon as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect shall deem advisable. Seller shall furnish Purchaser such additional information concerning the security interest granted to ownership, management, operation and the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection condition of the security interest in the collateral granted to the Property as Purchaser hereinmay reasonably request. The Indenture Trustee expenses of Purchaser’s investigation shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerborne solely by Purchaser. (b) Seller shall Not: (i) perform any grading or excavation, construction, or removal of any improvement or make any other change or improvement on the Property; (ii) create or permit any lien or other encumbrance affecting the Property, other than the lien for taxes not change its nameyet due and payable and existing liens to be released at the Closing; (iii) commit any waste or nuisance upon the Property; (iv) impose any easements, identitycovenants, state of incorporation conditions, or corporate structure restrictions on the Property; (v) institute or participate in any manner that wouldannexation, could zoning, platting, or might make other governmental action regarding the Property; or (vi) enter into or modify any financing statement lease or continuation statement filed by Seller (or by Purchaser, Issuer or contract which affects the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsProperty. (c) Promptly advise Purchaser in writing, whether received by Seller shall give Purchaserbefore or after Closing, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation notices concerning the Property that would result in a change Seller receives from any appraisal districts, taxing authorities, or any municipal agency having jurisdiction over the Property, and of any litigation, arbitration, or administrative hearing concerning the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of AmericaProperty. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know Cause at any time as of or prior to Closing the Closing Date, release of all liens and encumbrances (except Permitted Exceptions) against the status of such EFLLC Receivable, including payments and recoveries made and payments owing (Property and the nature cure of each) all Title Defects which Seller has agreed to cure and (ii) reconciliation between payments or recoveries on (or shall cooperate in good faith with respect to) each EFLLC Receivable the Title Company to satisfy all requirements and conditions set forth in the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementTitle Commitment. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or At Seller’s sole cost and expense (unless otherwise transfer any interest requested in any motor vehicle receivables to any prospective purchaser, lender or other transfereewriting by Purchaser), Seller shall give shall: (i) effective as of the Closing Date, terminate or cause to such prospective purchaserbe terminated, lenderall management, maintenance, service, or other transferee computer tapescontracts affecting the Property; and (ii) from and after the Effective Date until Closing, records, or print-outs perform all of Seller’s obligations under any contracts pertaining to the Property (including all leases) and promptly notify Purchaser of any restored from archivesdefault thereunder. (f) thatDuring the contract period, if they shall refer in Sellers will not enter into any manner whatsoever oral or written agreements affecting the Property which might beome binding upon Purchaser or the Property after closing, without Purchaser’s written approval. (g) Seller, at no expense to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable)Seller, shall indicate clearly reasonably cooperate with Buyer in Buyer’s efforts to obtain utility commitments and/or confirmations for its development of the Property, and authorizes Buyer to freely contact all applicable governmental authorities in connection with obtaining such utility commitments or confirmations or performing any other related due diligence investigations. Seller hereby agrees that it will sign any reasonable authorizations required by such EFLLC Receivable has been sold governmental authorities in connection with Xxxxx requesting information about utilities or any such other related due diligence inquiries and/or requests for information, provided that Seller is not required to Purchaserincur any liability by reason of such request. Seller further agrees that it will, sold by Purchaser at closing, execute all documents necessary to Issuer, contributed by the Issuer transfer to Buyer any utility capacity commitments issued in Seller’s name with respect to the Holding TrustProperty and to enable the Buyer, without further agreement or documentation from Seller, to cause such utility commitments to be transferred into the name of Buyer in the records of all public and is owned by private suppliers of utilities with respect to the Holding TrustProperty. This provision shall survive the Closing.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants to Buyer as follows: (a) At To the extent any portion of the Property is subject to a declaration of easements, covenants or restrictions, a joint operating agreement for operation of the Property with other nearby property or any similar instrument that imposes covenants or restrictions upon the Property or any obligation upon the Property or any owner of the Property to pay assessments or reimburse another party for expenses (the foregoing being referred to as a "Declaration"), Seller shall use commercially reasonable efforts to obtain and deliver to Buyer at least ten (10) business days prior to the Closing DateDate an estoppel letter from each party under such a Declaration stating: (i) the documents constituting the Declaration, including all amendments, addendum or modifications, with reference to applicable recording information; (ii) that any such Declaration is in full force and effect; (iii) that neither the Seller shall have filed nor the Property is in default under any such Declaration and that, to the knowledge of each such party, no event has occur that with notice or caused the passage of time, would constitute an event of default under any such Declaration; (iv) that all assessments and charges, if any, payable under the Declaration are paid current (and stating the amount of any assessments against the Property that are required to be filed a UCC-1 financing statementpaid under the Declaration, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party if applicable); and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in (v) such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places matters as may be required reasonably requested by law fully to preserve, maintain and protect Buyer during the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerFeasibility Period. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts shall obtain from each holder of existing debt on the Property and/or lender(s) requiring payoffs at Closing (as applicable, “Existing Lender”), and records as provide to each EFLLC Receivable accurately Buyer payoff amounts and in sufficient detail to permit (i) the reader thereof to know at any time requirements, with said amounts calculated as of or prior to the Closing Date, together with written confirmation from each such Existing Lender that, upon receipt by the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as Existing Lender of the Cutoff Date. Seller shall maintain its computer systems so that, from amount set forth in the applicable payoff statement and after compliance with the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables requirements set forth therein by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (ec) If at Seller agrees to indemnify, defend and hold Buyer harmless from and against any xxxx Xxxxxx shall propose to selland all loss, grant a security interest indamage, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs liability and expense (including reasonable attorneys’ fees and other litigation expenses) Buyer may suffer, sustain or incur as a result of any restored from archives) thatknowing or intentional misrepresentation or breach of any representation, if they shall refer warranty, covenant or agreement made by Seller under or in respect to this Agreement or any manner whatsoever document or instrument executed or to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold be executed by or on behalf of Seller pursuant to Purchaser, sold by Purchaser to Issuer, contributed by this Agreement or in furtherance of the Issuer to the Holding Trust, and is owned by the Holding Trusttransaction contemplated hereby.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Pending the Closing Date, Seller shall: (ai) At or Use commercially reasonable efforts to obtain and, no later than five (5) business days prior to the Closing Date, to deliver to Purchaser executed estoppel certificates from Tenants representing not less than seventy percent (70%) of gross leased area of the Buildings, which percentage must include all Major Tenants (as hereinafter defined) and be dated not earlier than the date of this Agreement and substantially in the form of Exhibit D1 hereto (the “Tenant Estoppels”). For purposes of this Agreement, the term Major Tenants shall mean those Tenants leasing more than 10,000 square feet in the aggregate. Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it promptly deliver to Purchaser as collateralall Tenant Estoppels that Seller receives. In determining whether this requirement has been satisfied, with Purchaser may object to any Tenant Estoppel which does not substantially conform to Exhibit D1 or that otherwise discloses any materially adverse matters, which all adverse matters must be rectified to Purchaser’s reasonable satisfaction. Purchaser shall notify Seller within five (5) business days of its receipt of any Tenant Estoppel of its approval or disapproval (and if disapproved, the office basis for such disapproval). If Purchaser fails to provide such notice to Seller within said time period, Purchaser shall be deemed to have approved any such Tenant Estoppel. Notwithstanding anything to the contrary contained herein, the deletion by any Tenant of the Secretary language contained in Paragraphs 14 and/or 15 as shown on Exhibit D1 shall not constitute a material, adverse matter, nor shall any such deletion be the basis of State disapproval by Purchaser of the State of Delaware and in any Tenant Estoppel; provided, however, that if any Tenant returns a Tenant Estoppel without such other locations as Purchaser shall have required. From time to time thereafterlanguage (or materially, adversely modifies such language), Seller shall authorize submit a subordination, non-disturbance and file attornment agreement, in form reasonably acceptable to Purchaser (a “SNDA”), to such financing statements Tenant and further provided that the receipt of a SNDA executed on behalf of such Tenant shall not be a condition to or delay Closing. Seller agrees to use commercially reasonable efforts to obtain any SNDA as contemplated in this Section 10(a)(i); (ii) continue to cause the Property to be authorized and filed such continuation statements, all operated in such its customary manner and in such places as may be required by law fully to preserve, maintain and protect compliance with applicable laws; (iii) perform all material obligations on the interest of Purchaser under this Agreement, part of the Issuer landlord to be performed under all Leases for the Sale Property; (iv) maintain in effect currently maintained physical damage, liability and Servicing Agreement other insurance coverage with respect to the Property; and (v) Riverside shall, prior to Closing, remediate and monitor the moisture relating to the men’s and women’s restrooms located on the first, second and third floors of the Indenture Trustee under 000 Xxxxxxxxx Xxxxxxxx in accordance with the Indenture recommendations of Skyetech set forth in that certain report prepared by Skyetech for the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies ofbenefit of Riverside’s property manager dated February 7, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer.2007; (bvi) Seller shall not change use commercially reasonable efforts to assist Purchaser in obtaining any third party estoppels and consents from parties other than tenants under the Leases, as Purchaser deems reasonably necessary in connection with its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 investigation of the applicable UCCProperty; provided, unless they however, in no event shall have given Purchaser, Issuer any such third party estoppels and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in consents be considered a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables condition precedent to Purchaser, the conveyance of the EFLLC Receivables by Purchaser ’s obligation to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full perform pursuant to the terms of the Sale and Servicing this Agreement.; and (evii) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give use commercially reasonable efforts to such prospective purchaserobtain a waiver or release of that certain Memorandum of Option and Right of First Offer dated December 23, lender2004, or other transferee computer tapesby and between BSD II, recordsLLC, or print-outs a Georgia limited liability company (including any restored “BSD”) and Park Point Land (the “Park Point Option”) from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer BSD with respect to the Holding TrustPark Point Land Property; provided, however, in the event that Seller is unable to obtain the waiver or release of the Park Point Option, the Park Point Land Property will be removed from the Property to be conveyed to Purchaser at Closing and is owned by Purchaser shall receive a credit against the Holding TrustPurchase Price in the amount allocated to the Park Point Land Property in Section 4(a) hereof.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants and agrees with Buyer as follows: (a) At or prior to all times during the Contract Period, Seller shall operate and manage the Project in the normal and ordinary course of business and in a manner consistent in all material respects with Seller's past practices. Without limiting the generality of the foregoing, Seller shall: (i) keep the Licenses and Permits (as hereinafter defined) required, if any, for the lawful operation of the Project as currently operated in full force and effect; (ii) maintain in full force and effect the insurance policies described in Exhibit M; (iii) Between the date hereof and the Closing Date, Seller shall have filed will advise Buyer of any written notice Seller receives after the date hereof from any governmental authority relating to the violation of any law or caused to be filed a UCC-1 financing statement, naming Seller as seller ordinance regulating the condition or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office use of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Project; and (iv) Seller shall authorize reasonably cooperate with Buyer's attempts to obtain subordination and/or non-disturbance and file such financing statements and cause attornment agreements from Tenants to be authorized and filed such continuation statements, all in such manner and in such places as may be required the extent requested by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer Buyer's Lender or contemplated under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerLeases. (b) Throughout the Contract Period, (i) Seller shall not, without Buyer's consent, modify the terms of any Leases or enter into any new leases for the Property, (ii) Seller shall not change enter into any new service contracts affecting the Property, without Buyer's consent, unless such service contracts (or the applicable terms thereof affecting the Property) are terminable upon not more than thirty (30) days' notice without a termination fee or if Seller agrees to pay any fee, in which case Buyer's consent shall not be required, (iii) without Buyer's prior written consent, Seller shall not grant any consent of landlord under a Lease unless such consent is for a de minimis matter or unless Seller is advised in writing by its namelegal counsel that there is a material risk that the refusal to grant such consent may be found to constitute a breach of such Lease, identity(iv) without Buyer's prior written consent, state Seller shall not undertake or approve any capital improvements or repairs except as required by emergency and except for non-capital repairs made in the ordinary course of incorporation business, (v) without Buyer's prior written consent, Seller shall not consent to any assignment or corporate structure sublease in connection with any manner Lease unless Seller is advised in writing by its legal counsel that wouldthere is a material risk that the refusal to grant such consent may be found to constitute a breach of such Lease. In any case where Seller intends to grant its consent under a Lease or to an assignment or sublease based on such advice of Seller's legal counsel, could Seller will notify Buyer in writing of such intent prior to granting such consent. Within three (3) business days of such notice, if the Due Diligence Period has expired (including any extensions thereof) and Buyer agrees in writing to indemnify, defend and hold harmless Seller from any loss, damage, claims or might make any financing statement expenses (including attorney's fees) caused or continuation statement filed resulting from Seller's failure to grant such consent, then Seller shall not grant such consent without Buyer's prior written consent. With respect to all matters requiring Buyer consent hereunder, if Buyer does not notify Seller in writing, within five (5) business days after Buyer's receipt of a proposed modification of Lease or new lease or service contract, that it does not consent to such proposed modification, new lease or service contract, then such proposed modification or new lease or service contract shall conclusively be deemed to have been approved by Buyer. Any new leases or service contracts entered into by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (athe terms of this Section 6.1(b) above seriously misleading within shall be assigned by Seller and assumed by Buyer on the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsClosing Date. (c) Throughout the Contract Period, Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain not: (i) each office from which it services EFLLC Receivables bring (or permit, to the extent within Seller's knowledge and control, to be brought) Hazardous Materials or substances on or into the United States Project in violation of America or Canada and Environmental Laws; or (ii) its principal executive office remove or dispose of (or permit, to the extent within Seller's knowledge and control, to be removed or disposed of) any Hazardous Materials or substances existing on or in the United States Project in violation of America.Environmental Laws; or (diii) Prior remove (unless the same are replaced with similar or comparable items of at least equal quality prior to Closing) any fixtures, equipment or personal property included hereunder; (iv) without Buyer's prior written consent in each instance, which consent may be withheld, conditioned or delayed in Buyer's sole and absolute discretion, create any encumbrances affecting title to the Closing Date, Seller has maintained accounts Property (other than inchoate mechanic liens for labor and records as materials provided to each EFLLC Receivable accurately and the Project in sufficient detail to permit (ithe ordinary course of operations) the reader thereof to know at or sell or transfer any time as portion of or prior to interest in the Closing Date, the status of such EFLLC Receivable, including payments Property. Unless and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under until this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid terminated in full pursuant to accordance with the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereehereof, Seller shall give not solicit or pursue or entertain any offers to such prospective purchaserpurchase the Project, lender, or other transferee computer tapes, records, or print-outs nor shall Seller enter into any negotiations with third parties with respect to a sale of the Project; or (including v) take any restored from archives) that, if they shall refer actions which would cause Seller to be in any manner whatsoever default to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer material extent with respect to the Holding Trustobligations of Seller under the agreements set forth in paragraphs __, __ and is owned by the Holding Trust.___ of Exhibit F.

Covenants of Seller. SECTION 4.1 Protection The Seller covenants and agrees with the Buyer as follows: A. The Seller shall take all action necessary to obtain, properly perfect, by recording or otherwise, protect and maintain all collateral security for the Participated Mortgage Loans as a first priority lien on the Property encumbered thereby. B. The Seller shall keep all collateral security for the Participated Mortgage Loans insured against loss, damage, theft and other risks customarily covered by insurance, and such other risks as the Buyer may reasonably request. C. The Seller shall do all acts that a prudent investor would deem necessary or desirable to obtain, perfect, protect and maintain all collateral securing the Participated Mortgage Loans. D. The Seller shall not knowingly use or permit to be used any collateral security for the Participated Mortgage Loans unlawfully or in violation of Title any provision of Purchaserthis Agreement or any applicable law, rule or regulation or any policy of insurance covering such collateral security. E. The Seller shall appear and defend, at the Seller’s cost and expense, any action or proceeding that may affect its title to or the Buyer’s Participation Interest(s) in the Participated Mortgage Loans. F. The Seller shall keep accurate and complete records of the Participated Mortgage Loans and provide the Buyer with such records and such reports and information relating to such Participated Mortgage Loans as the Buyer may reasonably request from time to time. G. The Seller shall deliver to the Buyer copies of all material documents and items received by the Seller pursuant to or in connection with the Participated Mortgage Loans. H. The Seller shall notify the Buyer should the Seller learn or have any knowledge of the following with respect to any Participated Mortgage Loan. (ai) At or prior to any change in the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office financial condition of the Secretary Obligor(s), or of State any co-maker, guarantor or endorser under the Participated Mortgage Loan, which may have a material adverse affect upon continuation of payments under the Participated Mortgage Loan or the ultimate collectibility thereof: (ii) any material change in the value of collateral securing the Participated Mortgage Loan; (iii) any material change in lien status as affecting the collateral securing the Participated Mortgage Loan; (iv) any request by the Obligor(s), of any co-maker, guarantor or endorser under the Participated Mortgage Loan, for any change in terms and conditions of the State Participated Mortgage Loan, or in the terms of Delaware and any note or notes evidencing the Participated Mortgage Loan, or in such other locations as Purchaser shall have required. From time to time thereafterany mortgage or security agreement or instrument securing the Participated Mortgage Loan: (v) any request by the Obligor(s), Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statementsor by any co-maker, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer guarantor or surety under the Sale and Servicing Agreement and Participated Mortgage Loan, for release, substitution or exchange of any collateral securing the Indenture Trustee Participated Mortgage Loan; (vi) any request by the Obligor(s), or by any co-maker, guarantor or endorser under the Indenture in Participated Mortgage Loan for the EFLLC Receivables and release of any personal obligation of any such party under the EFLLC Other Conveyed Property and in Participated Mortgage Loan; (vii) any failure by the proceeds thereof. Seller shall deliver (or cause to be deliveredObligor(s) to Purchaser pay principal and/or interest payments under the Participated Mortgage Loan when due (considering applicable grace periods, if any); (viii) any failure to carry hazard and flood insurance to keep the Indenture Trustee file-stamped copies of, Property fully insured and/or to pay taxes or filing receipts for, assessments timely; and (ix) the occurrence of any document filed as provided aboveother event which would constitute an event of default under the Participated Mortgage Loan or under any collateral security for the Participated Mortgage Loan. I. Further, as soon long as available following such filing. In the event that Seller fails Buyer continues to perform its obligations under this subsectionhave a Participation Interest in any Participated Mortgage Loan, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoingupon request, the Seller hereby authorizes agrees to provide the PurchaserBuyer with current credit related and other information concerning the Obligor(s), the Issuer or Participated Mortgage Loan and the Indenture Trustee to file a record or records (as defined in collateral security for the applicable UCC), Participated Mortgage loan including, without limitationlimitations, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer.copies of: (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within currant financial statements of the United States Obligor(s), as well as of America or Canada all co-makers, guarantors and sureties under the Participated Mortgage Loan; (ii) its principal executive office within any other financial information submitted by the United States of America.Obligor(s) to the Seller in connection with the Participated Mortgage Loan: (diii) Prior any information and/or documents in possession of the Seller applicable to the Closing Dateexistence, Seller has maintained accounts value and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the lien status of such EFLLC Receivable, including payments and recoveries made and payments owing the collateral securing the Participated Mortgage Loan; and (and the nature of eachiv) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as any additional information and/or documents in possession of the Cutoff Date. Seller shall maintain its computer systems so that, from and after bearing upon the time of sale under this Agreement continuing credit worthiness of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementObligor(s). (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable commercial efforts to operate and maintain the Property and lease vacant apartment units in a manner generally consistent with the manner in which Seller has operated and maintained the Property and leased vacant apartment units prior to the Closing Effective Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its namevoluntarily create any liens, identityencumbrances, state defects in title, restrictions or easements (other than Permitted Exceptions) without the prior written consent of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer which consent shall not be unreasonably withheld or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsdelayed. (c) From the Effective Date until the Closing or earlier termination of this Agreement, Seller shall give Purchasernot enter into any agreements which will be binding upon the Property following Closing, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain except for (i) each office from service contracts entered into in the ordinary course of business which it services EFLLC Receivables within the United States are terminable on not more than thirty (30) days notice without payment of America or Canada any fee and (ii) its principal executive office within Leases in the United States ordinary course of Americabusiness pursuant to Section 5.4(a). (d) Prior Seller shall pay any costs incurred for any improvements made to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or Property which have been performed prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementClosing. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, Effective as of Closing or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereeprior thereto, Seller shall give cause to be terminated such prospective purchaserof the Operating Agreements listed on Exhibit D which have been specified in a written notice from Purchaser to Seller not later than the expiration of the Inspection Period; provided, lenderhowever, or other transferee computer tapesthat notwithstanding the foregoing to the contrary, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever event, Seller shall cause any management agreement to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by be terminated as of the Issuer Closing. Notwithstanding anything to the Holding Trustcontrary in the foregoing, Seller shall not be obligated to terminate the laundry room agreement for the Property and is owned by Purchaser shall assume the Holding Trustsame. (f) Seller shall not take any action to terminate the Ground Lease.

Covenants of Seller. SECTION 4.1 Protection Seller hereby covenants with Purchaser as follows: (1) From the Effective Date hereof until the Closing or earlier termination of Title this Agreement, Seller shall use commercially reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof. In addition, Seller shall use reasonable efforts to preserve for Purchaser the relationships of Seller with the Tenants, suppliers and others having on-going relationships with the Property. Seller will complete any capital expenditure program currently in process or anticipated to be completed. Seller will not defer taking any actions or spending any of its funds, or otherwise manage the Property differently, due to the pending sale of the Property (2) Seller shall use commercially reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing, a written estoppel certificate (each, a "Tenant Estoppel" and collectively, the "Tenant Estoppels"), signed by each tenant occupying space in the Property, which Tenant Estoppels (i) shall be in the form of Exhibit E attached hereto and made a part hereof (or, alternatively, in the form, required by the applicable Lease); (ii) shall be dated not more than thirty (30) days prior to the date of the Closing; (iii) shall not contain any adverse statements (other than of a de minimis nature) relating to the operation or condition of the Property or assert a material default on the part of Seller; and (iv) shall state that all rent due under such Tenant's Lease has been paid through the month in which the Closing occurs. It shall be a condition to Closing and to Purchaser's obligation to perform hereunder that Seller deliver to Purchaser a Tenant Estoppel for each of the following tenants (the "Required Tenants"): Xxxxxxxxx Xxxxxxx; Xxxxxx Brothers; Police Foundation; Radio Free Europe; Association of American Law Schools; Xxx Xxxx; and Xxxxxx X. XxxXxxxx. (3) Prior to execution by Seller of any renewal or expansion of an existing Lease (except in connection with the exercise of a renewal or expansion right provided in such Lease) or of any new Lease which Seller wishes to execute between the Effective Date and the date of Closing, Seller shall submit the relevant documentation to Purchaser for Purchaser's approval. Prior to the expiration of the Inspection Period, Purchaser agrees that it shall not unreasonably withhold or delay its consent to any proposed lease or amendment; and after the expiration of the Inspection Period, Purchaser may grant or withhold its consent in its sole discretion. In any event, Purchaser agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval thereof, as well as any costs to be incurred by the landlord thereunder in connection therewith. In the event Purchaser fails to notify Seller in writing of its approval or disapproval within the five (5) day time period for such purpose set forth above, such failure shall be deemed the disapproval by Purchaser. At Closing, Purchaser shall reimburse Seller for any costs paid by Seller on account of such renewal, expansion or new Lease approved by Purchaser. (a4) At or If, prior to the Closing Date, Seller shall have filed received from (i) any insurance company which issued a policy with respect to the Property, (ii) any board of fire underwriters or caused other body exercising similar functions, or (iii) the holder of any mortgage, any notice requiring or recommending any repair work to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing done on the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafterProperty, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in expeditiously and diligently at its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer own cost and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or expense prior to the Closing Date, but only so long as the status of such EFLLC Receivablecost thereof does not exceed $50,000 in the aggregate. (5) Seller shall: (1) Promptly notify Purchaser of, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables promptly deliver to Purchaser, a copy of any Notice which Seller may receive, on or before the conveyance date of the EFLLC Receivables by Purchaser to the Issuer and the contribution Closing, from any Governmental Authority concerning a violation of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records Environmental Laws or Discharge (including archivesas defined in Section 5.8 below) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.Hazardous Substances; and

Covenants of Seller. SECTION 4.1 Protection Seller covenants with Buyer, as follows: 8.1 After the date hereof and prior to the Closing, no part of Title of Purchaserthe Property, or any interest therein, will be sold, encumbered or otherwise transferred without Buyer’s consent. 8.2 After the date hereof and prior to the Closing, Seller shall not enter into any new Leases, or amend, modify or extend any existing Leases, in any case without the prior written consent of Buyer (awhich consent shall not be unreasonably withheld and shall be granted or denied within three (3) At business days after receipt of a request from Seller). If Buyer consents to any new Lease or to the amendment, modification or extension of any existing Lease and the transaction contemplated by this Agreement closes, Buyer shall be solely responsible for the payment of all leasing commissions or leasing related attorneys’ fees in connection therewith and any tenant improvement costs or allowance, move-in allowance and any other payment to the tenant thereunder (whether coming due prior to the Closing Date(if the transaction contemplated by this Agreement closes, in which case any such amount shall be payable to Seller at the Closing), or coming due after the Closing). 8.3 Until the Closing, Seller shall have filed or caused to be filed a UCC-1 financing statementkeep the Property insured against fire, naming Seller as seller or debtorvandalism and other loss, naming Purchaser as purchaser or secured party damage and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateraldestruction, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafterprovided, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statementshowever, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted subject to the Purchaser pursuant to terms of Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine9.5.3 below, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee Seller’s insurance policies shall not be assigned to Buyer at the Closing, and Buyer shall be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change obtain its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, own insurance coverage from and after the time Closing. 8.4 Until the Closing, Seller shall operate and maintain the Property in the manner being operated and maintained on the date of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell8.5 Promptly after Closing, grant a security interest inSeller shall, or otherwise transfer any interest instruct its property manager to, promptly deliver letters to each tenant notifying them of the change in any motor vehicle receivables ownership of the Property and the address for future rent payments to any prospective purchaserbe sent, lender or other transferee, which address will be provided by Buyer. Buyer shall approve the form of letter to be sent to tenants. Seller shall give further reasonably cooperate with the Property ownership transition issues, at no additional cost or liability to such prospective purchaserSeller, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is nominal additional administrative and legal costs, for a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold period of up to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust60 days after Closing.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall operate and maintain the Property in a manner consistent with the manner in which Seller has operated and maintained the Property prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerdate hereof. (b) A statement of the Tenant Inducement Costs and leasing commissions relating thereto along with a copy of any amendment, extension, renewal or expansion of an existing Lease or of any new Lease which Seller wishes to execute between the Effective Date and the date of Closing will be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval thereof, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the event Purchaser fails to notify Seller in writing of its approval or disapproval within the five (5) business day period set forth above, Purchaser, as Seller's sole remedy, shall be deemed to have disapproved of such new Lease, amendment, renewal or expansion. If Purchaser disapproves or is deemed to have disapproved of such new Lease, amendment, renewal or expansion, Seller shall not change its nameenter into the same. Seller shall also have no right to terminate or agree to cancel any Lease prior to the Closing without Purchaser's consent, identitynot to be unreasonably withheld, state of incorporation conditioned or corporate structure in delayed. At Closing, Purchaser shall reimburse Seller for any manner that would, could Tenant Inducement Costs or might make any financing statement or continuation statement filed leasing commissions incurred by Seller pursuant to an amendment, a renewal, an expansion or a new Lease approved (or deemed approved) by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller Seller, prior to the date of the Closing, shall give Purchaserperform all of the obligations to be performed by the landlord under the Leases, and the respective tenants under each of the Korein Ground Lease, the Issuer LIRR Ground Lease and the Indenture Trustee at least 60 days prior written notice of any relocation that would result Sub-Sublease, in a change every case to the extent arising during the period (the "Contract Period") between the Effective Date and date of the location of the debtor within the meaning of Section 9-307 of the applicable UCCClosing. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America.27 (d) Prior Seller, during the Contract Period, shall perform all of the obligations to be performed by Seller under the Operating Agreements, to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) extent arising during the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementContract Period. (e) If at any xxxx Xxxxxx shall propose to sellSeller, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable)during the Contract Period, shall indicate clearly that such EFLLC Receivable has been sold to Purchasernot amend, sold by Purchaser to Issuersupplement, contributed by modify or terminate the Issuer to Korein Ground Lease or the Holding Trust, and is owned by the Holding TrustLIRR Ground Lease.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller covenants and agrees with Buyer that: (a) At Prior to the Closing, Seller will make available to Buyer for examination at Seller's office in Fort Worth, Texas, all title and other information relating to the Properties insofar as the same are in Seller's possession and will cooperate with Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional information relating to the Properties as Buyer may reasonably desire, to the extent in each case that Seller may do so without violating legal constraints or any obligation of confidence or other contractual commitment of Seller to a third party. Historical file information in Seller's possession regarding crude oil and produced water which may have been spilled or disposed of on-site and the locations thereof; pits and pit closures; burials; landfarming; landspreading; underground injection; and solid waste disposal sites will be made available to Buyer for inspection prior to Closing. Seller shall permit representatives of Buyer to make such environmental tests as they deem appropriate, including without limitation Phase I and Phase II testing. Seller shall permit Buyer, at Buyer's expense, to inspect and photocopy such information and records at any reasonable time during the term of this Agreement but only to the extent, in each case, that Seller may do so without violating any obligation of confidence or contractual commitment to a third party. Seller shall not be obligated to furnish any updated abstracts, title opinions or additional title information, but shall cooperate with Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional title information as Buyer may reasonably deem prudent. (b) From the date of this Agreement Seller shall furnish to Buyer and shall cause its independent auditors to furnish to Buyer all information regarding the Properties, Seller and its respective business, assets, properties, and financial condition which, in the reasonable judgment of Buyer and/or its legal counsel and independent auditors is necessary to enable Buyer to comply with filing requirements under the Securities Act of 1933 (the "Act") and the Securities and Exchange Act of 1934 ("Exchange Act") to the extent deemed necessary by the Buyer and its representatives. (c) From the date of this Agreement until Closing, Seller (i) will cause the Properties to be operated and maintained in a good and workmanlike manner consistent with prior practices, and will pay or cause to be paid all costs and expenses in connection therewith, (ii) will not abandon any Properties, (iii) will maintain insurance now in force with respect to the Properties, (iv) will comply with all the rules, regulations and orders of the Texas Railroad Commission which are applicable to Seller and the Properties, and will timely, properly and accurately make all reports required to be filed with the Texas Railroad Commission, (v) will perform and comply with all of the material covenants and conditions contained in the agreements relating to the Properties, and (vi) will pay all taxes and assessments with respect to the Properties which become due and payable prior to the Closing Date; provided however, in the absence of Buyer's written consent, from the date of this Agreement until the Closing, Seller shall have filed not conduct or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.operation on

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerdate hereof. (b) Seller shall not change its nameuse commercially reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing, identity, state a written estoppel certificate in the form of incorporation or corporate structure Exhibit E attached hereto and made a part hereof signed by each tenant occupying space in any manner that would, could or might make any financing statement or continuation statement filed the Improvements with such modifications as are necessary to comport with the specific requirements of each Lease as requested by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within Tenants thereunder. The signed certificates are referred to herein as the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements"Tenant Estoppels". (c) Seller shall give Purchaser, use commercially reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing a written estoppel certificate in the Issuer form of Exhibit F attached hereto and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in made a change part hereof signed by each of the location Anchors with such modifications as are necessary to comport with the specific requirements of each Anchor Lease as requested by any Anchor thereunder. The signed certificates are referred to herein as the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America"Anchor Estoppels". (d) Prior A copy of any renewal or expansion of an existing Lease or of any new Lease with a new or renewal term exceeding six (6) months (collectively "Long Term Lease") which Seller wishes to execute between the Effective Date and the date of Closing Datewill be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within ten (10) days after its receipt thereof of either its approval or disapproval, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the event Purchaser informs Seller that Purchaser does not approve the renewal or expansion of the existing Long Term Lease or the new Long Term Lease (which approval shall not be unreasonably withheld if the terms of such Long Term Lease, in Purchaser's reasonable judgement, are acceptable to Purchaser), Seller has maintained accounts and records as shall not enter into same. In the event Purchaser fails to each EFLLC Receivable accurately and notify Seller in sufficient detail to permit writing of its approval or disapproval within the ten (i10) day time period for such purpose set forth above, such failure shall be deemed the reader thereof to know at approval by Purchaser. At Closing, Purchaser shall reimburse Seller for any time as of Tenant Inducement Costs, leasing commissions or prior to the Closing Date, the status of such EFLLC Receivableother expenses, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments legal fees, incurred by Seller pursuant to a renewal, an expansion or recoveries on a new Long Term Lease approved (or with respect todeemed approved) each EFLLC Receivable and the Principal Balance as of the Cutoff Dateby Purchaser. Seller shall maintain its computer systems have the unrestricted right to extend the term of any existing Lease by no more than six (6) months or to enter into any new Leases with terms less than six (6) months so thatlong as Seller remains fully responsible for all Tenant Inducement Costs and leasing commissions associated with such non-Long Term Leases, from including without limitation such Tenant Inducement Costs and leasing commissions which may become due after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give Closing with respect to such prospective purchaser, lender, or other transferee computer tapes, records, or printnon-outs (including any restored from archives) that, if they shall refer in any manner whatsoever Long Term Leases. Purchaser agrees to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that provide copies of all such EFLLC Receivable has been sold non-Long Term Leases to Purchaser, sold by Purchaser to Issuer, contributed by Seller promptly after executing the Issuer to the Holding Trust, and is owned by the Holding Trustsame.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby agrees that (unless a different period is specified) during the period between the date hereof and the Closing Date: (a) At After the Effective Date until the Closing Date, Seller (i) will manage the Property or cause the Property to be managed in accordance with past practices and shall continue to offer services and amenities in accordance with such past practices, and (ii) continue past normal practice with respect to maintenance and repairs of the Property and the Property will be of at least the same quality on the Closing Date as on the Effective Date, except for normal wear and tear and any Casualty covered by Section 10 of this Agreement. (b) After the Cut-Off Date until the Closing Date, Seller will not, without the prior written consent of Buyer (which shall not be unreasonably withheld or delayed), (i) terminate or modify in any material way any Office Lease, Residential Lease, EntelCom Lease, Contract, License and Permit, or Warranty and Guaranty or (ii) enter into any new Contract. (c) After the Cut-Off Date until the Closing Date, Seller will not, without the prior written consent of Buyer (which shall not be unreasonably withheld or delayed), enter into any New Lease. (d) Seller shall promptly notify Buyer of any material change in any condition with respect to the Property or of any event or circumstance which makes any representation or warranty of Seller to Buyer under this Agreement untrue or misleading in any material respect. (e) Seller shall allow Buyer or Buyer's representatives access to the Property, and to the Books and Records relating to the Property as well as to the Leases, Contracts, Licenses and Permits, Plans, Trade Materials, Warranties and Guaranties and other documents required to be delivered under this Agreement upon reasonable prior notice and at reasonable times. Seller shall cooperate with Buyer and its representatives and allow them, at Buyer's expense, to make extracts and photocopies from the Books and Records and other items described in this Subsection 17(e). Buyer's access to the Property under this Subsection 17(e) shall be subject to the same conditions as set forth in Section 16 above. (f) After the Cut-Off Date, Seller shall cooperate in good faith with Buyer to obtain all consents, authorizations, orders, licenses, permits, certificates or approvals of (or filing or registrations with) any federal, state, local or city governmental or regulatory body required for the execution, delivery and performance of the transactions contemplated by this Agreement (including, without limitation, all approvals of the Texas Alcoholic Beverage Commission required for the assignment of the Atrium Beverage Lease and Atrium Beverage Agreement to Buyer or Buyer's designee and the transfer of all of the outstanding capital stock of Atrium Beverage Corporation to Buyer or Buyer's designee) and to diligently and in good faith perform and comply with or cause Atrium Beverage Corporation to perform and comply with all requirements and conditions that may be imposed by any such governmental or regulatory body on Buyer, Seller or Atrium Beverage Corporation in connection with the issuance of such approvals, consents, authorizations, licenses or permits. (g) Immediately upon obtaining knowledge of the institution of any proceeding for the condemnation of the Property or any portion thereof, or any other proceeding arising out of injury or damage to the Property or any portion thereof, Seller will notify Buyer of the pendency of such proceedings. (h) Prior to termination of this Agreement, Seller will not enter into any agreement that will dispose of the Property, or any part thereof (other than in the ordinary course of business). (i) Seller will not, without the prior written consent of Buyer, create, place, or permit the placing of, any deed of trust, mortgage, lien, security interest, encumbrance, or charge on the Property, except for the lien for ad valorem taxes on the Property which are not delinquent, and should any of the foregoing become attached hereafter in any manner to any part of the Property without the prior written consent of Buyer, Seller will cause the same to be promptly discharged and released. (j) Seller shall cause FIC Realty to assign the Atrium Beverage Lease and Atrium Beverage Agreement and to transfer all of the outstanding capital stock of Atrium Beverage Corporation to Buyer or Buyer's designee at the Closing or as soon as practical after the Closing when the necessary regulatory approvals for such assignment and transfer are obtained. (k) Seller shall complete the replacement of the roof on the Property at Seller's sole expense, whether such completion occurs before or after Closing. If the roof is not completed by the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, deposit with the office of Title Company as Escrow Agent an amount sufficient to complete the Secretary of State of roof replacement in accordance with the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerroof construction contract. (bl) On or before the Delivery Date, Seller shall not change its namewill furnish the Buyer binders which contain a copy of each Lease, identityService Contract, state of incorporation or corporate structure in any manner that wouldConstruction Contract, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer License and the Indenture Trustee at least 60 days’ prior written notice thereof, Permit and shall promptly file appropriate amendments to all previously filed financing statements Warranty and continuation statementsGuaranty. (cm) Seller shall give Purchaser, After the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9Cut-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to Off Date until the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit will, at Buyer's request, use its reasonable best efforts (i) the reader thereof to know at any time as of or prior obtain MCI's written consent to long distance telecommunication services being provided pursuant to the MCI Agreement after the Closing Date, Date to Buyer (with separate billing to Buyer) for the status Tenants of such EFLLC Receivable, including payments the Office Center and recoveries made guests and payments owing (and employees of the nature of each) and Hotel or (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and obtain for Buyer long-distance telecommunication services from another provider at rates comparable to those under the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing MCI Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser. (a) At or prior to Seller, at Seller=s sole cost and expense, shall until the earlier of the Closing Date, Seller shall have filed Date or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office termination of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale keep and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (perform or cause to be deliveredperformed in all material respects: (i) all obligations of the landlord under the Leases, (ii) all obligations of Seller under the Legal Requirements (except to Purchaser the extent any such obligations are the obligation of an Anchor Tenant under an Anchor Lease), and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its (iii) all obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this REA Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) From the Effective Date to the earlier of the Closing Date or termination of this Agreement, Seller shall not, without the prior consent of Purchaser, do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Property out of the ordinary course of business; (ii) Except as otherwise provided in Section 11.4 herein, enter into any new Lease or amend, modify, terminate or accept a surrender of any Lease without the prior written consent of Purchaser, which shall not change be unreasonably withheld unless such lease mandates, by its nameterms that Seller’s consent is either not required or is deemed given upon the occurrence of events specified in such lease. In the event Purchaser does not respond in writing within ten (10) days after receipt of a written request for such approval, identitysuch request shall be deemed approved; (iii) Consent to any assignment of any Lease or any subletting of the Property unless such Lease automatically requires Seller’s consent of such assignment or sublease or does not require Seller’s consent; (iv) Sell, state of incorporation encumber, or corporate structure grant any interest in the Property in any form or manner that wouldwhatsoever, could or might make otherwise perform or permit any financing statement act which will diminish or continuation statement filed by Seller otherwise affect Purchaser=s interest under this Agreement or in the Property, or which will prevent Seller=s full performance of its obligations hereunder; (v) Enter into any new Service Contract or by modify any existing Service Contract which does not contain a 30-day cancellation/termination right without the prior written consent of Purchaser, Issuer which shall not be unreasonably withheld; (vi) Enter into any new REA Agreement or modify any existing REA Agreement without the Indenture Trustee on behalf prior written consent of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and which shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsnot be unreasonably withheld. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice notify Purchaser promptly if Seller becomes aware of any relocation that transactions or occurrence prior to the Closing Date which would result in a change make any of the location representations or warranties of the debtor within the meaning of Seller contained in Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America7.2 hereof not true in any material respect. (d) Prior to the Closing DateIn addition, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or agrees that it shall comply with respect to) each EFLLC Receivable and the Principal Balance as all of the Cutoff Date. Seller shall maintain its computer systems so thatobligations of Seller, from and after as borrower, under the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementExisting Loan Documents. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection Seller hereby covenants and agrees with Buyer that, pending the Closing or termination of Title this Agreement: (A) AMENDMENT TO LEASES. From and after the Approval Date, Seller will not alter, amend or modify the terms or provisions of Purchaserthe Leases, or enter into any new Leases without the prior written approval of Buyer, which approval may not be unreasonably withheld. Seller agrees to provide Buyer with a copy of any new lease, or amendment or termination agreement of any existing Lease entered into by Seller, as well as disclose the amount of all costs related thereto, prior to the date which is five (5) Business Days prior to the Approval Date. Seller shall remain responsible for the payment of the cost of tenant improvements, leasing or brokerage commission(s) and any other costs associated with any existing Lease executed prior to the Effective Date except to the extent the same are payable with respect to any option to extend any such Lease, which option is exercised after the Effective Date. Provided that Buyer closes the purchase and sale of the Property hereunder, Buyer shall be responsible for the payment of (or to the extent Seller has paid the same prior to Closing, providing to Seller at Closing a credit for) the cost of tenant improvements, leasing or brokerage commission(s) and any other costs associated with any new Lease or amendment of an existing Lease executed after the Effective Date, provided that (i) with respect to leases executed after the Effective Date and before the Approval Date, Buyer was given the opportunity to review such Lease prior to the Approval Date; and (ii) with respect to leases executed after the Approval Date, Buyer approved same in writing. (aB) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereofOPERATION OF PROPERTY. Seller shall deliver (or cause will continue to be delivered) to Purchaser and operate the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral Property in the same manner as described herein or may contain an indication or description prior to the execution of collateral that describes such property in this Agreement and make any other manner as such party may determine, and all repairs and maintenance reasonably required to deliver the Property to Buyer at Closing in its sole discretionpresent condition, normal wear and tear excepted; PROVIDED THAT, the foregoing is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee not intended and shall not be obligated construed to file require Seller to undertake any such records (including, without limitation, financing statements) except upon written instruction from capital expenditures at the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or Property prior to the Closing DateDate except to the extent the need for such capital expenditure results from an event of failure of a building system or component which cannot be adequately repaired so as to permit continued operation of the Property in the manner in which the same has historically been operated. However, without Buyer's consent, Seller shall not enter into any contracts that Buyer would be required to assume at Closing or that would impose financial obligations upon Buyer, except in case of emergency (in which case such contract shall be cancelable on thirty (30) days' notice), PROVIDED THAT the status foregoing is not intended and shall not be construed to relieve Seller of such EFLLC Receivableits obligation under Section 5.1(d), including payments above, to terminate all existing property management and recoveries made and payments owing (and leasing agreements for the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance Property as of the Cutoff DateClosing. If Seller enters into any such contract, it shall maintain promptly provide written notice thereof to Buyer and unless Buyer, within ten (10) days thereafter, notifies Seller in writing of its computer systems so thatintention to assume such contract, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable it shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become treated as a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementcontract disapproved by Buyer. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection Notwithstanding any other provisions of Title this Agreement to the contrary, Purchaser acknowledges and agrees that, pursuant to the Management Agreement, Manager is vested with decision making authority over the Hotel and therefore Seller’s ability to control the management and operation of Purchaser.the Hotel is circumscribed by and must be exercised in accordance with its rights as “Owner” under the Management Agreement; provided, however, Seller shall enforce its rights under the Management Agreement to the extent such enforcement would effectuate Manager complying with the covenants contained in this Agreement. Subject to the foregoing, Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to cause Manager to operate and maintain the Hotel in a manner generally consistent with the manner in which Seller has operated and maintained the Hotel prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statementsdate hereof, in all jurisdictions good condition consistent with past practice, reasonable wear and tear excepted and so as to maintain levels of Retail Inventory and Consumable Inventory consistent with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerpast practice. (b) From the Effective Date hereof until Closing or the earlier termination of this Agreement, Seller shall not change use commercially reasonable efforts to perform its namematerial obligations under the Management Agreement, identity, state of incorporation or corporate structure in any manner the Service Contracts and other agreements that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or may affect the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsProperty. (c) Promptly following the Effective Date, Seller shall give Purchaserdeliver to Ground Lessor an estoppel certificate (the “Ground Lease Estoppel”), in the Issuer form of Exhibit I attached hereto, and the Indenture Trustee at least 60 days prior written notice of any relocation shall request that would result Ground Lessor complete and sign a Ground Lease Estoppel in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americasuch form. (d) Prior Seller shall not enter into any new management agreement or Service Contracts or other agreements or encumbrances with respect to the Property, nor shall Seller enter into any agreements modifying the Service Contracts, Permitted Exceptions or Leases unless (a) any such agreement or modification will not bind Purchaser or the Property after the date of Closing Dateor is subject to termination on not more than thirty (30) days’ notice without penalty, or (b) Seller has maintained accounts obtained Purchaser’s prior written consent to such agreement or modification. Seller agrees to cancel and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance terminate effective as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables Closing Date any Service Contracts requested in writing by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to extent permissible under the terms of the Sale and Servicing Agreementsuch Service Contracts, provided any fee or penalty for such cancellation shall be paid for by Purchaser. Failure of Seller to deliver an executed Ground Lease Estoppel shall not be deemed a Seller default, but is a condition precedent to Purchaser’s obligations to consummate this transaction as specified in Section 4.6(d) above. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer maintain all of its current insurance policies in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustplace until Closing.

Covenants of Seller. SECTION 4.1 Protection On and as of Title the date hereof and each Purchase Date and until the Agreement and this Annex I are no longer in force with respect to any Transaction, Seller shall not without the prior written consent of Purchaser.the Buyer: (a) At take any action which would directly or prior indirectly impair or adversely affect Buyer's title to the Closing DatePurchased Securities or the Purchased Loans; (b) transfer, Seller shall have filed assign, convey, grant, bargain, sell, set over, deliver or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies otherwise dispose of, or filing receipts forpledge or hypothecate, directly or indirectly, any document filed as provided above, as soon as available following such filing. In interest in the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer Purchased Securities or the Indenture Trustee may do soPurchased Loans (or any of them) to any Person other than Buyer, at or engage in repurchase transactions or similar transactions with respect to the expense Purchased Securities or Purchased Loans (or any of them) with any Person other than Buyer; (c) with respect to any Purchased Securities purchased by Buyer where the Related Securities are owned by the Seller or an Affiliate of the Seller. In furtherance , transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of or pledge or hypothecate, directly or indirectly, any interest in the Related Securities (it being understood that for purposes of this provision Related Securities shall include (a) the securities issued in a "real estate mortgage investment conduit" transaction which have no rating and (b) if such unrated securities do not entitle the holder thereof to control the selection of the foregoingspecial servicer for the mortgage loans underlying such Purchased Securities, the securities which have a rating and entitle the holder thereof to control the selection of the special servicer for the mortgage loans underlying such Purchased Securities); provided however, that this subsection (c) shall not apply or be operative as to any Purchased Securities as to which Seller hereby authorizes has delivered an agreement reasonably satisfactory to Buyer irrevocably conveying and transferring to Buyer the Purchaserright to control the selection of the special servicer for the related mortgage loans; (d) create, incur or permit to exist any lien, encumbrance or security interest in or on the Issuer Portfolio Securities or the Indenture Trustee Purchased Loans, except as described in Paragraph 6 of the Agreement; (e) create, incur or permit to file a record exist any lien, encumbrance or records (as defined security interest in or on any of the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable other Collateral subject to perfect the security interest granted by Seller pursuant to Paragraph 6 of the Agreement; (f) modify or terminate any of the organizational documents of Seller; (g) consent or assent to any amendment or supplement to, or termination of, any Securitization Document, any note, loan agreement, mortgage or guaranty relating to the Purchaser pursuant Purchased Loans or other material agreement or instrument relating to the Portfolio Securities or the Purchased Loans other than in accordance with Section 6.9 7(f) or a Permitted Purchased Loan Modification; provided, that for purposes of this Agreement. Such financing statements may describe Section 11(g) only, the collateral in the same manner as described herein Buyer agrees to not unreasonably withhold, delay or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon condition a written instruction request from the Seller or the Issuer.to consent to an amendment to a Purchased Loan and to respond to any such written request within ten (10) Business Days; (bh) subject to Section 12(r), admit any additional members in Seller, or permit the sole member in Seller shall not change to assign or transfer all or any portion of its name, identity, state of incorporation or corporate structure member interest in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.; (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as after an Event of Default on the part of Seller, has occurred and is continuing, vote or prior take any action to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as permit any rights afforded to a holder of the Cutoff Date. Seller shall maintain its computer systems so that, from and Portfolio Securities under the related Securitization Documents; or (j) after the time occurrence and during the continuation of sale under this Agreement any Default or Event of the EFLLC Receivables to PurchaserDefault, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trustmake any distribution, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified payment on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest inaccount of, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaserset apart assets for, lender a sinking or other transfereeanalogous fund for the purchase, Seller shall give to such prospective purchaserredemption, lenderdefeasance, retirement or other acquisition of any equity or ownership interest of Seller, whether now or hereafter outstanding, or make any other transferee computer tapesdistribution in respect thereof, recordseither directly or indirectly, whether in cash or print-outs (including any restored from archives) that, if they shall refer property or in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustobligations of Seller.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.6.1 Seller covenants and agrees that between the date hereof and the Closing Date, it shall perform or observe the following: (a) At Seller shall not defer taking any actions or prior spending any of its funds or otherwise manage the Property differently (other than in the ordinary course of business) on account of the pending assignment of its leasehold interest to Purchaser. Seller shall continue to manage, operate and maintain the Property in substantially the same manner heretofore managed, operated and maintained by Seller and perform tenant’s obligations under the Ground Lease. All insurance policies carried by Seller with respect to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed effect as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined Effective Date shall remain in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuereffect until Closing. (b) Seller shall not change its nameenter into any new agreements, identityleases or subleases of any nature whatsoever with respect to the Property or terminate, state of incorporation amend, modify, extend, renew or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by assign the Ground Lease without Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ ’s prior written notice thereofconsent, and which shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsnot be unreasonably withheld, conditioned or delayed. (c) Seller shall give Purchasernot cause or permit its leasehold interest in the Property to be alienated, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America further mortgaged, licensed, encumbered or Canada and (ii) its principal executive office within the United States of Americaotherwise transferred. (d) Prior Purchaser shall have the right to cooperate with Seller in connection with the Closing Datepursuit of the Planned Redevelopment, Seller has maintained accounts including the right to review and records as to each EFLLC Receivable accurately approve all plans, specifications, and in sufficient detail to permit (i) the reader thereof to know at any time as of or submissions prior to the Closing Date, the status submission of such EFLLC Receivable, including payments and recoveries made and payments owing same to Governmental Authorities (and the nature of eachas defined below) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Dateother third parties. Seller shall maintain its computer systems so thatpromptly provide Purchaser with advanced written notice of all meetings with architects, from contractors, and after engineers, and all hearings and meetings with Governmental Authorities including, without limitation, city staff meetings and other meetings related to the time approval of sale applications or submissions in connection with the Planned Redevelopment (collectively, the “DEVELOPMENT APPROVALS”). Seller agrees to use good faith efforts to SMRH:479720967.5 14 cause Ground Lessor to execute such plats, including any necessary lot splits, and make such dedications as may be required whereby the Property shall be a “legal lot” under this Agreement of the EFLLC Receivables all applicable ordinances, laws, and regulations, and to cause Ground Lessor to provide easements, in form and substance reasonably satisfactory to Purchaser, for access and utilities as may be required in connection with the conveyance of the EFLLC Receivables Development Approvals and as required by Purchaser utility companies or any Governmental Authorities with respect to the Issuer Proposed Redevelopment. Seller shall use good faith efforts to cause Ground Lessor to make and the contribution of the EFLLC Receivables grant such plats and dedications at such times as may be required by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementapplicable Governmental Authority. (e) If at Seller shall make all required payments under any xxxx Xxxxxx shall propose mortgage affecting its leasehold interest in the Property within any applicable grace period but without reimbursement by Purchaser therefor. (f) In addition to sellthe foregoing, grant Seller shall: (i) promptly notify Purchaser of, and promptly deliver to Purchaser, a security interest incertified true and complete copy of any notice which Seller may receive, on or before the Closing Date, from any agency, board, bureau, commission, department, office or body of any municipal, county, state or federal governmental unit, or otherwise any subdivision thereof, having asserting or acquiring jurisdiction over all or any part of the Property or the management, operation, use or improvement thereof (each a “GOVERNMENTAL AUTHORITY,” and collectively, the “GOVERNMENTAL AUTHORITIES”) concerning a violation of any government regulation, law, or ordinance, any notice of default and other material notices affecting the Property or the Ground Lease; (ii) without any cost or expense to Seller, including but not limited to any attorneys’ fees, cooperate with Purchaser in all reasonable respects in connection with any financing sought by Purchaser in connection with its acquisition of the Ground Lease to the Property including any request by Purchaser for Seller to cause Seller’s lender to consent to an assignment of Seller’s mortgage to Purchaser’s lender, provided, however, Purchaser hereby agrees and acknowledges that (A) this agreement and the Closing shall not be subject to or conditioned upon Purchaser obtaining any commitment for such financing or receiving the proceeds of any such financing, (B) the Closing shall not be delayed due to the requirements of the lender giving such financing, and (C) that satisfaction of any and all requirements of such lender shall be the sole responsibility of Purchaser, at its sole cost and expense. The reasonableness of any such lender requirements shall be judged by local New York City lender standards. (g) From and after the Effective Date, Seller shall not market, solicit, negotiate or enter into any agreement with any party other than Purchaser for the sale or transfer of any interest in the Property, unless this Agreement shall be terminated for any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustreason.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At or prior to Within five (5) days after the Closing Effective Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it deliver to Purchaser as collateral, with the office of documents and other items (the Secretary of State of the State of Delaware “Due Diligence Materials”) listed on Exhibit J attached hereto and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file made a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerpart hereof. (b) Seller shall not change its nameSo long as this Agreement remains in effect, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or Purchaser will be allowed access to the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer Property and the Indenture Trustee at least 60 days’ prior written notice thereof, books and shall promptly file appropriate amendments records related to all previously filed financing statements the Property under the terms and continuation statements.conditions set forth in Section 3.1 hereof. Purchase Agreement Page7 (c) Seller shall give Purchasernot negotiate, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain execute or commit to enter into (i) each office from which it services EFLLC Receivables within the United States of America any Lease or Canada and (ii) its principal executive office within the United States any modification, amendment, restatement or renewal of Americaany Lease, without Purchaser’s prior written consent in each instance, which consent shall not be unreasonably withheld or delayed. (d) Prior Seller shall not enter into any other contract (or an extension or modification of any other contract) with respect to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to Property which will survive the Closing Dateor otherwise affect the use, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments operation or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as enjoyment of the Cutoff Date. Seller shall maintain its computer systems so that, from and Property after the time of sale under this Agreement of the EFLLC Receivables to Closing, without first obtaining Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementprior written consent thereto. (e) If at After the date hereof and prior to Closing, no part of the Property, nor any xxxx Xxxxxx shall propose to sellinterest therein, grant a security interest inwill be alienated, liened, encumbered or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereetransferred. (f) Pending Closing, Seller shall give operate and manage the Property in a normal businesslike manner, maintaining present services and insurance policies, and shall maintain the Property in good repair and working order; and Seller shall perform when due all of Seller’s obligations under the Leases and other contracts affecting the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. Seller shall deliver the Property at Closing in substantially the same condition as it was on the Effective Date, reasonable wear and tear excepted. None of the Personal Property shall be removed from the Property, unless replaced by personal property of equal or greater utility and value. (g) Seller has paid or will pay in full, prior to Closing, all bills and invoices for labor, goods, materials and services of any kind with respect to the Property and utility charges relating to the period prior to Closing. Without limiting the foregoing, any and all leasing commissions and Tenant Inducement Costs (as hereinafter defined) due or to become due with respect to Leases in existence on the Effective Date or Leases executed prior to Closing will be paid in full by Seller on or before the Closing Date; provided, however, that if a Lease of the Property is executed after the Effective Date and prior to Closing with the prior written consent of Purchaser, at Closing, Purchaser shall become responsible for payment of any leasing commissions or Tenant Inducement Costs payable in respect of such prospective purchaserlease. As used herein, lender, the term “Tenant Inducement Costs” means any payment required under a Lease to be paid by the landlord thereunder to or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable for the benefit of the tenant thereunder that is in the nature of a Purchased Receivable)tenant inducement, shall indicate clearly that such EFLLC Receivable has been sold to Purchaserincluding specifically without limitation, sold by Purchaser to Issuertenant improvement costs, contributed by the Issuer to the Holding Trust, lease buyouts and is owned by the Holding Trustmoving allowances.

Covenants of Seller. SECTION 4.1 Protection Seller hereby covenants as follows: 7.2.1. At all times from the Effective Date through the Closing, Seller shall cause to be in force fire and extended coverage insurance upon the Property, and public liability insurance with respect to damage or injury to persons or property occurring on the Property in at least such amounts as are maintained by Seller on the Effective Date; 7.2.2. From the Effective Date through the expiration of Title the Inspection Period, Seller will give prior written notice to Buyer of Purchaser. any new lease with respect to the Property and of any renewal, amendment or modification of any existing Lease (awhich notice shall include a description of any Leasing Costs associated therewith) At that Seller will enter into (or contemplates entering into) prior to the Closing Dateexpiration of the Inspection Period. From and after the expiration of the Inspection Period until the Closing, Seller will not enter into any new lease with respect to the Property, permit any Tenant to renew its Lease except pursuant to the terms of an existing renewal option under such Lease (however, in such event, Seller shall have filed notify Buyer in writing of any such exercise by a Tenant of its existing renewal option, which notice shall include a description of any Leasing Costs associated therewith), or caused otherwise amend or modify any Lease without Buyer's prior written consent, which consent may be withheld in Buyer's sole and absolute discretion. Any request for Buyer's approval of such new lease or Lease renewal, amendment or modification shall be accompanied by (i) a copy of any proposed modification or amendment of an existing Lease or of any new lease that Seller wishes to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing execute between the EFLLC Receivables expiration of the Inspection Period and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC)Closing, including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or a description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable Leasing Costs associated with any proposed renewal or prudent to ensure the perfection expansion of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file an existing Lease requiring Buyer's approval hereunder or with any such records (includingnew lease, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office appropriate financial information on the applicable tenant and such other information as Buyer may reasonably require. Buyer shall have five (5) business days in which to approve or disapprove of any new lease or any Lease renewal (if such renewal is subject to Buyer's approval hereunder), amendment or modification. Failure to respond in writing within the United States said time period shall be deemed Buyer's approval of America. (d) Prior such new lease or proposed renewal, amendment or modification. Any Leasing Costs payable with respect to a new lease or any renewal, modification or amendment of an existing Lease approved by Buyer shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the Closing Dateprimary term of the new lease; 7.2.3. From the Effective Date through the Closing, Seller has maintained accounts and records as shall not sell, assign, or convey any right, title or interest whatsoever in or to each EFLLC Receivable accurately and in sufficient detail the Property, or create or permit to permit attach any lien, security interest, easement, encumbrance, charge, or condition affecting the Property (iother than the Permitted Exceptions) without promptly discharging the reader thereof to know at any time as of or same prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff DateClosing; 7.2.4. Seller shall not, without Buyer's written approval, (a) amend or waive any right under any Contract, or (b) enter into any agreement of any type affecting the Property that would survive the Closing; 7.2.5. Seller shall fully and timely comply with all obligations to be performed by it under the Leases, the Contracts, the Permits and all laws, regulations and orders applicable to the Property. 7.2.6. During the pendency of this Agreement, Seller shall continue to operate, repair, maintain its computer systems so thatand manage the Property in a good and businesslike fashion consistent with Seller's past practices. 7.2.7. Seller shall use commercially reasonable efforts to obtain and deliver to Buyer as promptly as possible the Tenant Estoppel Certificates in the form required by Section 9.4 from all Tenants; provided that delivery of such signed Tenant Estoppel Certificates shall be a condition of Closing only to the extent set forth in Section 9.4 hereof. Additionally, Seller shall submit to the Tenants such subordination, nondisturbance and attornment agreements as may be requested by Buyer or Buyer's lender; provided, however, Buyer's receipt of such subordination, nondisturbance and attornment agreements shall not constitute a condition to Closing. 7.2.8. During the pendency of this Agreement, Seller shall deliver to Buyer any written notice given by Seller or received by Xxxx Xxxxxx or Xxx Xxxxxx (and Seller shall instruct the property manager to deliver to Buyer any written notice given or received by the property manager) of any defaults under the Leases, and Seller shall not accept any rent more than thirty (30) days in advance, nor apply any security deposits or draw on any Non-Cash Security Deposits without Buyer's consent. 7.2.9. During the pendency of this Agreement, Seller shall deliver to Buyer any written notice received by Xxxx Xxxxxx or Xxx Xxxxxx (and Seller shall instruct the property manager to deliver to Buyer any written notice received by the property manager) relating to the Property from and after any governmental authority, insurance carrier, tenant or other third party. 7.2.10. During the time pendency of sale under this Agreement, Seller shall not make any material alterations to the Property without the prior written consent of Buyer. 7.2.11. During the pendency of this Agreement and promptly upon Buyer's request, Seller shall deliver to Buyer copies of any updates of (or new) Due Diligence Items that Seller receives or obtains (and Seller shall instruct the property manager to deliver to Buyer copies of any updates of (or new) Due Diligence Items that the property manager receives or obtains), except that in each case, updates of (or new) financial statements shall be excluded from the foregoing. 7.2.12. Seller shall not knowingly take or omit to take any action that would have the effect of violating any of the EFLLC Receivables to Purchaserrepresentations, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trustwarranties, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems whencovenants, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid agreements of Seller contained in full pursuant to the terms of the Sale and Servicing this Agreement. (e) If at 7.2.13. During the pendency of this Agreement, Seller shall not enter into any xxxx Xxxxxx shall propose to sellcontract or agreement regarding the sale, grant a security financing or other disposition of all or any part of, or any interest in, the Property or otherwise transfer authorize the Broker (defined below) or any interest in any motor vehicle receivables other party to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustdo so on its behalf.

Covenants of Seller. SECTION 4.1 Protection Seller hereby covenants as follows: 7.4.1. At all times from the date hereof through the date of Title closing, Seller shall cause to be in force fire and extended coverage insurance upon the Property, and public liability insurance with respect to damage or injury to persons or property occurring on the Property in at least such amounts as are maintained by Seller on the date hereof; 7.4.2. From the date of Purchaser.execution of this Agreement through the date of closing, Seller will not enter into any new lease with respect to the Property, without Buyer's prior written consent, which shall not be unreasonably withheld. Buyer's consent shall not be required for the exercise of a renewal option. Any brokerage commission payable with respect to a new lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new lease. Further, Seller will not modify any existing Lease covering space in the Property without first obtaining the written consent of Buyer which shall not be unreasonably withheld. Buyer shall have five (5) business days in which to approve or disapprove of any new lease for which it has a right to consent. Failure to respond in writing within said time period shall be deemed to be consent; 7.4.3. From the date of execution of this Agreement through the date of closing, Seller shall not sell, assign, or convey any right, title or interest whatsoever in or to the Property, or create or permit to attach any lien, security interest, easement, encumbrance, charge, or condition affecting the Property (other than the Permitted Exceptions) without promptly discharging the same prior to closing; 7.4.4. Seller shall not, without Buyer's written approval, (a) At amend or prior to waive any right under any Service Contract, or (b) enter into any agreement of any type affecting the Property that would survive the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof; 7.4.5. Seller shall deliver (or cause fully and timely comply with all obligations to be delivered) to Purchaser and performed by it under the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoingLeases, the Seller hereby authorizes the PurchaserContracts, the Issuer or the Indenture Trustee to file a record or records (as defined in the and all permits, licenses, approvals and laws, regulations and orders applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerProperty. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerdate hereof. (b) Seller shall not use reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser, a written estoppel certificate dated no earlier than the last day of the Inspection Period signed by the Current Tenant with respect to the Lease with the Current Tenant in the form of Exhibit M attached hereto and made a part hereof, without material change its namethereto (the “Tenant Estoppel”); provided, identityhowever, state that, if required by the Current Tenant, the Tenant Estoppel shall be modified to remove (i) the words “true, correct and complete” from Paragraph 6 thereof, (ii) the last sentence of incorporation or corporate structure in any manner that wouldParagraph 8 thereof, could or might make any financing statement or continuation statement filed by (iii) the last sentence of Paragraph 9 thereof, (iv) all of Paragraph 13 thereof and (v) all of Paragraph 17 thereof. In Addition, Seller (or shall cooperate with Purchaser to distribute to the Current Tenant, at such time as is requested by Purchaser, Issuer or a subordination, non-disturbance and attornment agreement (the Indenture Trustee “SNDA”) prepared by Purchaser on behalf of its lender for the Property and delivered to Seller) in accordance with paragraph (a) above seriously misleading within ; provided that apart from making such delivery to the meaning of §9-506 Current Tenant and monitoring the receipt of the applicable UCCsame, unless they Seller shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereofno obligation with respect thereto, and Seller’s failure to obtain the SNDA shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsnot affect Seller’s or Purchaser’s rights or obligations under this Agreement. (c) A copy of any renewal or modification of any Leases or any new Lease which Seller wishes to execute between the Effective Date and the date of Closing will be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the event Purchaser informs Seller that Purchaser does not approve the renewal or modification of any existing Lease or any new Lease, Seller shall give Purchasernot exercise such renewal, modification or new Lease. In the Issuer and the Indenture Trustee at least 60 days prior written notice event Purchaser fails to notify Seller in writing of any relocation that would result in a change of the location of the debtor its approval or disapproval within the meaning of Section 9-307 of five (5) business day time period for such purpose set forth above, such failure shall be deemed the applicable UCCdisapproval by Purchaser. At Closing, Purchaser shall reimburse Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within for any Tenant Inducement Costs, leasing commissions or other expenses, including legal fees, incurred by Seller pursuant to a renewal or a modification or a new Lease approved by Purchaser after the United States of America or Canada and (ii) its principal executive office within the United States of AmericaEffective Date. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from use reasonable efforts (but without obligation to incur any material cost or expense) to obtain and after the time of sale under this Agreement of the EFLLC Receivables deliver to Purchaser, a certificate of compliance from the conveyance Architectural Control Committee of the EFLLC Receivables by Purchaser Denver Technological Center with respect to the Issuer and Protective Covenants of Denver Technological Center recorded on March 15, 1982 in Book 2550 at Page 82, in the contribution Office of the EFLLC Receivables Clerk and Recorder of Denver County, Colorado, in the form customarily issued by such committee (the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement“DTC Estoppel”). (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give use reasonable efforts (but without obligation to such prospective purchaser, lender, incur any material cost or other transferee computer tapes, records, or print-outs (including any restored from archivesexpense) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold obtain and deliver to Purchaser, sold by Purchaser a written estoppel certificate (the “Technology Way Estoppel”) with respect to Issuerthat certain Declaration of Covenants, contributed by Conditions and Restrictions for Technology Way Campus recorded on December 9, 2005 as Document No. 2005210748 in the Issuer to Office of the Holding TrustClerk and Recorded of Denver County, and is owned by Colorado (the Holding Trust.“Technology Way CC&Rs”) from the Association (as defined in the Technology Way CC&Rs) in the form of the estoppel certificate attached hereto as Exhibit P.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Closing Effective Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Except as provided hereinbelow, a copy of any amendment, renewal, extension or expansion of an existing Lease or of any new Lease which Seller wishes to execute between the Effective Date and the date of the Closing will be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval thereof, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the event Purchaser informs Seller within such five (5) business day period that Purchaser does not approve the amendment, renewal, extension or expansion of the existing Lease or the new Lease, which approval shall not be unreasonably withheld, Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed have the right to terminate this Agreement by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments thereof to all previously filed financing statements and continuation statements. Purchaser within five (c5) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 business days prior after Seller's receipt of written notice of Purchaser's disapproval thereof. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any relocation that would result further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and any accrued interest thereon shall be returned to Purchaser and each party shall bear its own costs incurred hereunder. In the event Purchaser fails to notify Seller in a change writing of the location of the debtor its approval or disapproval within the meaning of Section 9-307 of five (5) business day period set forth above, Purchaser shall be deemed to have approved such new Lease, amendment, renewal, extension or expansion. Notwithstanding the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America foregoing, no amendment, renewal, extension, expansion or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership other modification of an EFLLC Receivable existing Lease shall be deleted from or modified on Seller’s computer systems whenrequire Purchaser's prior approval if it does not, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to under the terms of the Sale and Servicing Agreement. (e) If at Lease in question, require the prior consent or approval of the landlord thereunder. At the Closing, Purchaser shall reimburse Seller for any xxxx Xxxxxx shall propose to sellTenant Inducement Costs, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables leasing commissions incurred by Seller pursuant to any prospective purchaseramendment, lender renewal, extension, expansion or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs new Lease (including any restored from archivesi) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold approved or deemed approved by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustor (ii) that does not require Purchaser's approval.

Covenants of Seller. SECTION 4.1 Protection of Title of Seller covenants with Purchaser., as follows: (a) At After the date hereof and prior to the expiration of the Due Diligence Period, Seller shall not enter into any new leases, or amend, modify or extend any existing Leases, in any case without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). After the expiration of the Due Diligence Period and prior to the Closing Date, Seller shall not enter into any new leases, or amend, modify or extend any existing Leases, in any case without the prior written consent of Purchaser (which may be withheld in Purchaser’s sole and absolute discretion). Prior to the expiration of the Due Diligence Period, if Purchaser fails to respond within three (3) business days after Seller’s request for consent to a new Lease or amendment, modification or extension of any existing Lease, Purchaser shall be deemed to have filed consented to the same. After the expiration of the Due Diligence Period, if Purchaser fails to respond within three (3) business days after Seller’s request for consent to a new lease or caused amendment, modification or extension of any existing Lease, Purchaser shall be deemed to be filed a UCC-1 financing statementhave disapproved the same. If Purchaser consents (or is deemed to consent) to any such new lease, naming Seller as seller or debtorto the amendment, naming Purchaser as purchaser modification or secured party and describing the EFLLC Receivables extension of any existing Lease and the EFLLC Other Conveyed Property being sold transaction contemplated by it to Purchaser as collateralthis Agreement is consummated, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time be solely responsible for the payment of all leasing commissions in connection therewith and any tenant improvement costs or allowance, move-in allowance and any other payment to time thereafterthe tenant thereunder (whether coming due prior to the Closing [if the transaction contemplated by this Agreement closes, in which case any such amount shall be payable to Seller shall authorize at the Closing to the extent paid by Seller], or coming due after the Closing) to the extent the amount of such costs, payments and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture commissions were contained in the EFLLC Receivables information relating to such new lease or modification of any existing Lease delivered to and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, approved by Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Until the Closing, Seller shall keep the Property insured against fire, vandalism and other loss, damage and destruction to the extent and in the amounts maintained on the date of this Agreement, provided, however, that Seller’s insurance policies shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or be assigned to Purchaser at the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereofClosing, and Purchaser shall promptly file appropriate amendments be obligated to all previously filed financing statements obtain its own insurance coverage from and continuation statementsafter the Closing. (c) Until the Closing, Seller shall give Purchaser, operate and maintain the Issuer Property in the manner being operated and maintained on the Indenture Trustee at least 60 days prior written notice date of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americathis Agreement. (d) Prior Seller shall give a written notice of termination for any of the service contracts required to be terminated by Purchaser by written notice given to Seller no later than the expiration of the Due Diligence Period which are terminable without cost or penalty to Seller, it being understood that Purchaser shall be responsible to assume all such service contracts described on Exhibit J which are not terminable by Seller without cost or penalty. If Purchaser does not provide notice to Seller on a date that is more than thirty (30) days prior to Closing of Purchaser's election to have Seller terminate a service contract at Closing, Purchaser shall give Seller a credit at Closing in the amount of the per diem cost under such service contract for each day after Closing that Seller incurs such cost as the result of Purchaser's failure to give Seller such notice more than thirty (30) days prior to Closing. Seller further agrees that, after the date of this Agreement, Seller shall not enter into any new service contracts or extend, renew or materially modify any existing service contracts except those that are terminable by Seller at will without penalty or cost effective as of Closing. Notwithstanding anything to the Closing Datecontrary contained herein, Seller has maintained accounts and records as Purchaser shall be required to each EFLLC Receivable accurately and in sufficient detail to permit assume: (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and contract for elevator modernization work listed on Exhibit J attached hereto; (ii) reconciliation between payments [Intentionally deleted]; and (iii) all capital contracts and contracts pertaining to works of improvement described on Exhibit O hereto and all tenant work contracts entered into after the date of this Agreement by Seller pursuant to leases or recoveries lease amendments approved by Purchaser pursuant to Section 10(a) or set forth on Exhibit S; provided, however, Purchaser shall only be required to assume each such contract (but only to the extent such tenant work contracts entered into after the date of this Agreement by Seller have been approved by Purchaser pursuant to this Agreement, such approval not to be unreasonably withheld, delayed or with respect toconditioned) each EFLLC Receivable and ("Future Tenant Improvement Contracts"); if the Principal Balance work required to be completed under such contract has not been completed as of Closing. For each such contract described on Exhibit O and each Future Tenant Improvement Contract which Purchaser is required to assume, Seller shall, prior to or at Closing, provide Purchaser with a certificate in the Cutoff Dateform of Exhibit P attached hereto from the contractor under each such contract, and Seller shall credit Purchaser at Closing for any unfunded amounts under all such contracts as more specifically provided for in Section 13(a)(vii) and in the amounts correctly reflected in the contractor's certificates required to be delivered to Purchaser. Seller shall maintain its computer systems so that, from terminate any management and after leasing agreements for the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementProperty at Closing. (e) If at any xxxx Xxxxxx During the pendency of this Agreement, Seller shall propose to sellnot alienate, grant a security interest inlien, encumber or otherwise transfer all or any interest in any motor vehicle receivables the Property (other than to any prospective purchaserPurchaser at the Closing and other than the filing of record of the Countrydale Agreement and that certain Conference Center Agreement, lender or other transfereedated March 19, 2013, among Seller, Westmoor 11000 LL, LLC, Westmoor 11300 LL, LLC and Westmoor 11400 LL, LLC (the "Conference Center Agreement")). (f) During the pendency of this Agreement, Seller shall give to such prospective purchasernot market, lendersolicit, negotiate, or other transferee computer tapes, records, or print-outs (including enter into any restored from archives) that, if they shall refer in agreement with any manner whatsoever to any EFLLC Receivable (party other than an EFLLC Receivable that is a Purchased Receivable)Purchaser for the sale or transfer of any interest in the Property. (g) Promptly following Closing, Seller shall indicate clearly that such EFLLC Receivable has been sold (i) shut down any websites pertaining to the Real Property, and (ii) cooperate with Purchaser, sold at Purchaser's sole cost and expense, to perfect the assignment to Purchaser and obtain any required consent of a third party to the assignment of any warranties included as part of the Intangible Property. The provisions of this Section 10(g) shall survive Closing. (h) After the expiration of the Due Diligence Period, Seller shall, upon request from Purchaser, deliver subordination, non-disturbance and attornment agreements (each, a “SNDA”) prepared by Purchaser to Issuerthe Major Tenants and request that they execute the same in connection with the potential sale of the Property; provided, contributed by the Issuer however, that in no event shall Seller be required to the Holding Trustdeliver an SNDA to any Major Tenant unless such Major Tenant has returned (and Purchaser has approved or been deemed to approve) its applicable Approved Estoppel. In no event shall Purchaser’s receipt of any SNDA(s) be a condition precedent to any of Purchaser’s obligations under this Agreement, and is owned by the Holding Trustnor shall failure to obtain any SNDA be a breach or default of Seller under this Agreement.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof; (b) Except as provided hereinbelow, a copy of any amendment, renewal or expansion of an existing Lease or of any new Lease which Seller wishes to execute between the Effective Date and the date of Closing Datewill be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval thereof, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the event Purchaser informs Seller within such five business day period that Purchaser does not approve the amendment, renewal or expansion of the existing Lease or the new Lease, which approval shall not be unreasonably withheld, Seller shall have filed or caused the right to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold terminate this Agreement by it written notice thereof to Purchaser as collateralwithin five (5) business days after Seller's receipt of written notice of Purchaser's disapproval thereof. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser then neither party shall have required. From time any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest other provisions of Purchaser under this Agreement), of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller Deposit shall deliver (or cause to be delivered) returned to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingeach party shall bear its own costs incurred hereunder. In the event that Seller Purchaser fails to perform notify Seller in writing of its obligations under this subsectionapproval or disapproval within the five (5) business day period set forth above, PurchaserPurchaser shall be deemed to have approved such new Lease, Issuer amendment, renewal or the Indenture Trustee may do soexpansion. At Closing, at the expense of the Seller. In furtherance of the foregoingPurchaser shall reimburse Seller for any Tenant Inducement Costs, the leasing commissions or other expenses, including legal fees, incurred by Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein an amendment, a renewal, an expansion or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller a new Lease approved (or deemed approved) by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Seller covenants with Purchaser., as follows: (a) At or prior Prior to the Closing Dateexpiration of the Due Diligence Period, Seller shall not (i) enter into or materially modify any service contract, lease, license or occupancy agreement affecting the Property or any portion thereof that will be binding on the Property or the Purchaser after the Closing, or (ii) consent to any assignment of or sublease in respect of, or knowingly waive any material right under, the Lease, or (iii) cancel or terminate the Lease, or take any action to enforce the Lease, which would have filed the effect of canceling or caused terminating the same, or (iv) accept from Tenant payment of rent or other charges more than one month in advance or apply any security deposit (or draw upon any letter of credit) or declare a default under any promissory note or other instrument that constitutes a tenant security deposit from Tenant, without prior notice to Purchaser thereof. Prior to doing any of the foregoing acts, Seller shall deliver written notice of its intention to do so to Purchaser, accompanied by a true and correct copy of any agreement intended to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as executed. Purchaser shall have required. From time a period of three (3) business days following delivery of such notice within which to time thereafterdeliver written objection thereof to Seller, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of stating therein whether Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables reasonably objects and the EFLLC Other Conveyed Property and reasons therefor. Purchaser’s failure to deliver written notice of objection in the proceeds thereof. Seller a timely manner shall deliver (constitute Purchaser’s consent to Seller’s doing such act or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following entering into such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issueragreement. (b) After the expiration of the Due Diligence Period, Seller shall not change its name, identity, state do any of incorporation or corporate structure the acts described in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (aSection 9(a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given without Purchaser, Issuer and the Indenture Trustee at least 60 days’ ’s express prior written notice thereofconsent, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementswhich consent may be granted or refused in Purchaser’s sole discretion. (c) Subject to Section 9(a) and (b) above, from and after the Effective Date Seller shall give manage, maintain and operate the Property in accordance with existing business practices and keep the Real Property and the Personal Property in its existing condition and repair, ordinary wear and tear excepted, and Seller shall make any repairs, improvements and/or replacements which is otherwise the responsibility of the Seller, under the Lease or otherwise, and required to comply with any governmental order or to avoid breach of any contractual obligation owed to Tenant by Seller or owed by Seller under any insurance policy covering the Real Property. Seller will not knowingly take any action which would materially and adversely impact the income stream, Lease, entitlements or physical condition of the Real Property, without the prior written consent of Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller which consent shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America not be unreasonably withheld, conditioned or Canada and (ii) its principal executive office within the United States of Americadelayed. (d) Prior Except to the Closing Dateextent specifically set forth herein, Seller has maintained accounts and records as to each EFLLC Receivable accurately and including in sufficient detail to permit (i) the reader thereof to know at any time as of or Section 9(a), prior to the Closing DateClosing, the status Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments all or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as any part of the Cutoff Date. Seller Property or any interest therein without Purchaser’s prior written consent which shall maintain its computer systems so thatnot be unreasonably withheld, from and conditioned or delayed. (e) Not later than ten (10) days after the time date of sale under this Agreement of the EFLLC Receivables to PurchaserAgreement, the conveyance of the EFLLC Receivables by provided that Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full provided its approval pursuant to the terms of this subsection (e), Seller shall request Tenant to provide the Sale Estoppel Certificate to Purchaser and Servicing AgreementSeller. Thereafter, Seller shall use its commercially reasonable efforts to obtain the Estoppel Certificate at the earliest possible date prior to the Closing. Prior to submitting the Estoppel Certificate to Tenant, Seller shall furnish a copy of the Estoppel Certificate to Purchaser for Purchaser’s review and approval and Seller shall not deliver the Estoppel Certificate to Tenant prior to receiving Purchaser’s approval of the proposed certificate. Seller shall promptly deliver to Purchaser upon receipt the executed Estoppel Certificate which is returned to Seller. (ef) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereeUntil the Closing, Seller shall give to such prospective purchaserkeep the Property insured against fire, lendervandalism, earthquake and other loss, damage and destruction in commercially reasonable amounts (in no event under coverage or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer liability limits less than under the insurance coverage in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivableplace as of the Effective Date), provided, however, Seller’s insurance policies shall indicate clearly that such EFLLC Receivable has been sold not be assigned to Purchaser, sold by Purchaser to Issuer, contributed by at the Issuer to the Holding TrustClosing, and is owned by Purchaser shall be obligated to obtain its own insurance coverage from and after the Holding TrustClosing.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller covenants and agrees with Buyer as follows: (a) At or prior to Within 15 days after the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office date of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do soSeller, at the expense of Seller, shall deliver to Buyer the Seller. In furtherance of following title information: (1) [TITLE OPTIONS] (2) [ABSTRACTS OF TITLE AND STATUS REPORTS] (3) [OTHER LAND RECORDS] (4) [RENTAL AND ROYALTY PAYMENT RECORDS] (5) [TAX PAYMENT RECORDS] (6) [MAPS AND SURVEYS] (7) [PRODUCTION SALE, PROCESSING AND TRANSPORTATION AGREEMENTS] (8) [GENERAL PERMITS, EASEMENTS, LICENSES AND ORDERS] All such information shall also be open to inspection and photocopying by Buyer at any reasonable time during the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 term of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its nameWithin 15 days after the date of this Agreement, identitySeller, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or at the Indenture Trustee on behalf expense of Seller, shall obtain and deliver to Buyer the following production and operation information: (1) in accordance with paragraph [PRODUCTION RECORDS AND VERIFICATION] (a2) above seriously misleading within [OPERATING EXPENSE RECORDS AND VERIFICATION] (3) [INVENTORY] (4) [BONDS AND INSURANCE POLICIES] (5) [SALT WATER DISPOSAL AGREEMENTS AND OTHER OPERATION AGREEMENTS] (6) [ENGINEERING, GEOLOGICAL AND GEOPHYSICAL DATA] (7) [NGPA DOCUMENTS] (8) [DEVELOPMENT PLANS AND PERMITS) All such information shall also be open to inspection and photocopying by Buyer at any reasonable time during the meaning term of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsthis Agreement. (c) Seller shall give Purchasercause the Interests to be developed, maintained and operated in a good and workmanlike manner, shall maintain insurance now in force with respect to the Issuer Interests, shall pay or cause to be paid all costs and expenses incurred in connection therewith, shall keep the Indenture Trustee at least 60 days Leases in full force and effect and shall perform and comply with all of the covenants and conditions contained in the Leases and all agreements relating to the Interests; provided, however, that Seller shall not commence operations for tile drilling of any new well or the redrilling of any existing well on the Interests after the date of this Agreement without the prior written notice consent of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of AmericaBuyer. (d) Prior Seller shall carry on the business of Seller with respect to the Interests in substantially the same manner as Seller has heretofore and shall not introduce any new method of management, operation or accounting with respect to the Interests. (e) Without the prior written consent of Buyer, Seller shall not enter into any new agreements or commitments with respect to the Interests which extend beyond the Closing, shall not make any expenditures on any Interest in excess of $2500.00, shall not abandon any well located on the Interests nor release or abandon all or any portion of any of the Leases, shall not modify or terminate any of the agreements relating to the Interests and shall not encumber, sell or otherwise dispose of any of the Interests other than personal property that is replaced by equivalent property or consumed in the normal operation of the Interests. (f) Seller shall exercise good faith to cause Buyer or his appointee to be duly designated Operator of all wells included in the Interests xxx to allow Buyer to take over operations of the Interests as of 7:00 A.M. local time on the day after the Closing. (g) Seller shall exercise good faith to maintain and preserve the field organization of Seller for operating the Interests so that it will be preserved for Buyer on and after the Closing. (h) Seller shall exercise good faith in safeguarding and maintaining secure all engineering, geological and geophysical data, reports and maps, and all other confidential data in the possession of Seller, relating to the Interests. (i) All laws, rules, regulations, ordinances and orders of all local, tribal, state and federal governmental bodies, authorities and agencies having jurisdiction over the Interests shall be complied with. (j) Buyer and the employees and agents of Buyer shall have access to the Interests and shall have the right to witness and conduct well tests thereon. (k) Seller shall exercise good faith to take or cause to be taken all such actions as may be necessary or advisable to consummate and make effective the sale of the Interests and the transactions contemplated by this Agreement and to assure that as of the Closing Date it will not be under any material corporate, legal or contractual restriction that would prohibit or delay the timely consummation of such transactions. (l) Seller shall cause all the representations and warranties of Seller contained in this Agreement to be true and correct on and as of the Closing Date. To the extent the conditions precedent to the obligations of Buyer are within the control of Seller, Seller shall cause such conditions to be satisfied on or prior to the Closing DateDate and, to the extent the conditions precedent to the obligations of Buyer are not within the control of Seller, Seller has maintained accounts and records as shall exercise good faith to each EFLLC Receivable accurately and in sufficient detail cause such conditions to permit (i) the reader thereof to know at any time as of be satisfied on or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing . (and the nature of eachm) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time promptly notify Buyer (1) if any representation or warranty of sale under Seller contained in this Agreement of the EFLLC Receivables is discovered to Purchaserbe or becomes untrue, the conveyance of the EFLLC Receivables by Purchaser or (2) if Seller fails to the Issuer and the contribution of the EFLLC Receivables by the Issuer perform or comply with any covenant or agreement contained in this Agreement or it is reasonably anticipated that Seller will be unable to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from perform or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable comply with any covenant or shall have been paid agreement contained in full pursuant to the terms of the Sale and Servicing this Agreement. (en) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereeWithin 5 business days after the date hereof, Seller shall give to such prospective purchaserprepare and submit all necessary filings for Seller in connection with the transactions contemplated by this Agreement under the Hart-Scott-Rodino Antitrust Impxxxxxxxxx Xxx xx 1976, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trustas amended, and is owned by the Holding Trustrules and regulations of the Federal Trade Commission under such act.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants as follows: (a) At or prior to Between the Effective Date and the Closing Date, Seller shall have filed or caused maintain the Property in its present condition, ordinary wear and tear excepted. Seller shall: (i) continue to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party maintain the present services to the Property and describing (ii) not remove any of the EFLLC Receivables Personal Property except where such item of Personal Property is replaced by an item of comparable value and use; (b) Between the Effective Date and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafterClosing Date, Seller shall authorize maintain all casualty, liability and file such financing statements hazard insurance currently in force with respect to the Property; and (c) Between the Effective Date and cause the Closing Date, Seller shall lease, operate, manage and enter into Service Contracts with respect to be authorized the Property, in the same manner done by Seller prior to the date hereof, maintaining present services and filed such continuation statements, all in such manner sufficient supplies and in such places as may be required by law fully to preserve, maintain equipment for the operation and protect the interest of Purchaser under this Agreement, maintenance of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted prior to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (includingdate hereof; provided, without limitationhowever, financing statements) except upon written instruction from the Seller or the Issuer. (b) that Seller shall not change its name, identity, state of incorporation or corporate structure in enter into any manner Service Contract that would, could or might make any financing statement or continuation statement filed by Seller cannot be terminated within thirty (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller30) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCCnotice. Seller shall terminate, by giving notice at all times maintain Closing, any Service Contracts that may by their terms be terminated and which Purchaser elects not to assume (i) each office from which election shall be made in writing by Purchaser to Seller on or prior to the expiration of the Inspection Period), provided that Purchaser shall be responsible for any termination fees incurred in connection with the same if such fees were set forth in the Service Contracts made available by Seller for review by Purchaser or otherwise disclosed in writing to Purchaser and Purchaser shall be deemed to have approved and shall have no right not to elect to assume those Service Contracts that, by their terms, cannot be terminated by Seller without the payment of a penalty, termination fee, or other charge that is not paid by Purchaser The property management agreement and any leasing agreement in effect with respect to the Property and any Service Contract that is not delivered to Purchaser, shall be deemed to be rejected by Purchaser and Seller shall, at Seller’s expense, terminate such property management agreement as it services EFLLC Receivables within effects the United States of America or Canada Property and (ii) its principal executive office within any undelivered Service Contracts effective not later than the United States of AmericaClosing Date. (d) Prior to From the Closing DateEffective Date until Closing, Seller has maintained accounts and records as shall have the right, without Purchaser’s consent, to each EFLLC Receivable accurately and in sufficient detail to permit (i) grant any consent or waive any material rights under the reader thereof to know at any time Leases, as of or prior long as consistent with Seller’s then current practice and, to the Closing Dateextent applicable, in accordance with the status of such EFLLC Receivableleasing guidelines (the “Leasing Guidelines”) attached hereto as Exhibit L, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on terminate (or accept a termination) of any Lease, as long as consistent with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so thatSeller’s then current practice and, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and extent applicable, in accordance with the contribution of the EFLLC Receivables by the Issuer to the Holding TrustLeasing Guidelines, or (iii) enter into a new lease or renew, extend or modify an existing Lease, as long as in each case same is consistent with Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementthen current practice. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenant with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller have operated and maintained the Property prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party date hereof and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated encumber or modify exceptions to file any such records (including, without limitation, financing statements) except upon written instruction from title affecting the Seller or the IssuerProperty. (b) Seller shall not change its nameuse reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing, identity, state the Tenant Estoppel Certificates signed by each tenant occupying space in the Improvements; provided that delivery of incorporation such signed Tenant Estoppel Certificates shall be a condition of Closing only to the extent set forth in Section 4.6(d) hereof; and in no event shall the inability or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by failure of Seller to obtain and deliver said Tenant Estoppels (or by Purchaser, Issuer or the Indenture Trustee on behalf Seller having used reasonable efforts as set forth above) be a default of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 Seller hereunder. Seller shall provide to Purchaser copies of the applicable UCC, unless they shall have given Purchaser, Issuer Tenant Estoppel Certificates for review and comments prior the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments Tenant Estoppel Certificates being sent to all previously filed financing statements and continuation statementsthe tenants under the Leases. (c) From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall give not terminate any Lease, modify any Lease, or enter into new leases of the Property (herein called a “New Lease”), without Purchaser, ’s prior written approval. A copy of any New Lease which Seller wishes to execute between the Issuer Effective Date and the Indenture Trustee at least 60 Closing Date shall be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days prior written notice after its receipt thereof of any relocation that would result either its approval or disapproval, including all Tenant Inducement Costs and leasing commissions to be incurred in a change connection therewith. If Purchaser fails to notify Seller in writing of the location of the debtor its approval or disapproval within the meaning of Section 9-307 of five (5) day time period for such purpose set forth above, such failure shall be deemed the applicable UCCdisapproval by Purchaser. If Purchaser notifies Seller that it does not approve the proposed New Lease, then Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America not enter into such New Lease. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions or Canada and (ii) its principal executive office within the United States of Americaother expenses, including legal fees, incurred by Seller pursuant to a New Lease approved in writing by Purchaser. (d) Prior From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall not terminate any Operating Agreement, modify any Operating Agreement, or enter into new operating agreements relating to the Closing DateProperty, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or without Purchaser’s prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementwritten approval. (e) If at From the Effective Date through the Closing or earlier termination of this Agreement, Seller will not discuss or negotiate with any xxxx Xxxxxx shall propose to sell, grant a security interest inthird party the sale or other disposition of any of the Property, or otherwise transfer enter into any interest in contract (whether binding or not) regarding any motor vehicle receivables to any prospective purchaser, lender sale or other transfereedisposition of the Property. (f) From the Effective Date through the Closing, to the extent Seller receives actual notice thereof, Seller shall give to such prospective purchaser, lenderwill advise Purchaser of any litigation or any proceeding or any administrative hearing (including condemnation) before any governmental agency which is instituted against Seller or the Property, or other transferee computer tapesany written default notices notices of violations of law affecting the Property. (g) From the Effective Date through the Closing, recordsSeller will not enter into new construction contracts or amend or terminate existing Construction Contracts, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to without the prior written consent of Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection From the date of Title of Purchaser. (a) At or prior to this Agreement until the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office earlier termination of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, and except as otherwise consented to or approved by Buyer, Seller covenants and agrees with Buyer as follows: 5.1 Seller shall not, without Purchaser’s prior written consent in each instance, enter into any new leases, lease extensions or lease amendments related to leases covering tenant space in the Property of more than 15,000 square feet of rentable space or which provide for a lease term or lease extension in excess of seven (7) years. Purchaser shall not unreasonably withhold or delay giving its approval to any such matter with respect to which Seller requests Purchaser’s approval. If Purchaser fails to disapprove any matter requiring its approval as specified in this Section 5.1 within five (5) business days after Seller delivers a written request to Purchaser for such approval (which request shall be accompanied by a copy of the Issuer under relevant proposed lease or lease amendment and, to the Sale and Servicing Agreement and extent in Seller’s possession, financial or credit information concerning the proposed tenant), Purchaser shall for all purposes be deemed to have given its written approval of the Indenture Trustee under matter for which its approval was requested by Seller. Any notice from Purchaser rejecting the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller proposed action shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense include a description of the Sellerreasons for Purchaser’s rejection. In furtherance Purchaser shall be liable for its pro rata share of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions any tenant improvement allowances and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records commissions (including, without limitation, financing statementsSeller’s internal commissions) except upon written instruction due on new Leases or on any Lease extensions or renewals entered into after the date hereof and approved by Purchaser pursuant to this Section 5.1 (with Seller being responsible for that portion of any tenant improvement allowances and commissions that is based on a percentage determined by dividing the number of months prior to August, 2005, that Seller receives base rent from the Seller or tenant under such Lease by the Issuertotal number of months base rent is payable under such Lease). (b) 5.2 Commencing with the first calendar month following the date of this Agreement, Seller shall not change deliver to Purchaser monthly and quarterly leasing status, capital repair and operating reports in their current forms with respect to the Property when such reports are available. 5.3 Provided that Purchaser provides Seller with reasonable advance notice, Seller shall allow Purchaser and its namerepresentatives reasonable access to the Property during normal business hours provided, identityhowever, state of incorporation that neither Purchaser nor Purchasers’ agents shall unreasonably disturb any tenants or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 occupants of the applicable UCC, unless they shall have given Purchaser, Issuer and Property or their respective licensees and/or invitees or be entitled to the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice access of any relocation that would result in a change portions of the location of Property which are subject to tenant Leases (except and to the debtor within the meaning of Section 9-307 of the applicable UCCextent such access is permitted by such Leases). Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) make reasonable efforts to have its principal executive office within the United States of America. (d) Prior property manager available to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at accompany Purchaser during any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables visits by Purchaser to the Issuer Property, and in all events Seller shall have the contribution of the EFLLC Receivables by the Issuer right to the Holding Trusthave a representative present during any such visits. Purchaser hereby indemnifies, Seller’s master computer records protects and holds Seller harmless and agrees to defend Seller from and against any and all claims, demands, loss, cost, damage, expense and liability (including archives) that shall refer but not limited to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to personal injury and property damage claims and mechanics’ or other liens), including reasonable attorneys’ fees and litigation costs, caused by or occurring in connection with the presence of Purchaser or Purchaser, has been conveyed ’s agents on the Property or the exercise by Purchaser to of any of its rights under this Section 5.3. The foregoing indemnity provisions shall survive the Issuer and has been contributed by termination of this Agreement, as well as the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementClosing. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee5.4 After the execution by all parties of this Agreement, Seller shall give not incur or commit to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs incur any capital expenditures with respect to the Property which are in excess of the then current budget for the Property (including any restored from archives) that, if they shall refer in any manner whatsoever a copy of which has been delivered to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased ReceivablePurchaser), except any such excess capital expenditures which are required for emergency repairs, without first obtaining Purchaser’s prior written consent (which consent shall indicate clearly that not be unreasonably withheld). Seller shall promptly notify Purchaser of any such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by emergency repairs and the Issuer to the Holding Trust, and is owned by the Holding Trustcost of same.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.The Seller covenants with the Buyer as follows: (a) At The xxxx of sale and instruments of assignment to be delivered at the closing will transfer all of the assets enumerated in the attached schedule and referred to herein, free and clear of all liens, liabilities, claims and encumbrances, and will contain the usual warranties and affidavits of title as set forth in EXHIBIT "E"; (b) The business will be conducted up to the date of closing in substantially the same manner as it has been conducted in the past, and in accordance with all applicable laws and regulations; (c) No judgments, liens, or security interests will be outstanding at the time of the closing against the Seller or against the business or any assets thereof, except as otherwise contained herein; (d) That between the date hereof and the Closing Date, except as contemplated by this Agreement or with the consent of Buyer: i. Seller will file all tax returns, reports and filings of any kind or nature then required to be filed by Seller and will timely pay all taxes or other obligations which are due and payable with respect to Seller's Assets, excepting that if Seller has not filed all tax returns (including but not limited to payroll tax, franchise, property tax, etc.) at the time of Closing, Seller will indicate in writing which returns and filings have not been completed and Seller will prepare and file same at Seller's sole costs and expense not later than 120 days after the closing. In such event, Buyer may elect to escrow and/or withhold the payment of funds sufficient to cover any resulting tax liability, including penalties, assessments and interest. Seller and Guarantors agree to defend, save harmless and indemnify Buyer from and against any and all manner of claims, demands, liabilities and damages associated with Seller's tax liability; ii. Seller will not take any action inconsistent with its obligations under this Agreement or which could hinder or delay the consummation of the transactions contemplated by this Agreement and Seller will continue until the Closing to fulfill any obligations which it may have under the Existing Contracts; iii. Seller will operate the Facility and business only in the ordinary course and with due regard to the proper maintenance and repair of the Facility and the Personal Property; iv. Seller will take all reasonable action to preserve the goodwill of the customers, including, but not limited to customers which are parties to any of the Existing Contracts and customers which do not have any contracts with Seller as of Closing; v. Seller will not make any material change in the operation of the Facility nor sell or agree to sell any of the items which comprise the Seller's Assets nor otherwise enter into an agreement materially affecting any of the Seller's Assets; vi. Seller will use its best efforts to retain the services and goodwill of employees located at or connected with the operation of the Facility; vii. Seller will maintain in force the existing hazard and liability insurance policies, or comparable coverage, for the Seller's Assets as now in effect; viii. Seller will not increase the compensation or other benefits or bonuses payable or to become payable to any of the Seller's employees, except for increases, if any, substantially in accordance with existing employment practices disclosed to Buyer, if any, or except for increases which will not affect Buyer's operations at the Facility after closing; ix. Seller will not enter into any contract or commitment affecting the Seller's Assets except in the ordinary course of business and Seller will advise Buyer of any contracts or commitments which it enters, whether in the ordinary course of business or otherwise; x. During normal business hours, Seller will provide Buyer and its agents with access (in the company of a representative of Seller) on 24 hours notice to the Real Property and the Facility, provided Buyer does not interfere with the operation of the Facility, and provided Buyer uses its best efforts not to disturb any residents of the Facility during the course of such inspections and at such times Seller shall permit Buyer to inspect the books and records and the physical and structural condition of the Facility, the Real Property and the Personal Property; xi. Seller will timely pay all obligations which are due and payable with respect to the Seller's Assets: xii. Seller will operate the Facility and business in substantial compliance with all applicable municipal, county, state and federal laws, regulations, ordinances, standards and orders as now in effect (including without limitation, the building and zoning codes as currently applied with respect thereto) and with the environmental laws where the failure to comply therewith could have a material adverse effect on the business, property, condition (financial or otherwise) or operation of the Facility or on the Seller's Assets; xiii. Seller will take all reasonable action to achieve substantial compliance with any laws, regulations, ordinances, standards and orders applicable to the Seller's Assets which are enacted after execution of this Agreement and prior to Closing and which require compliance prior to Closing; xiv. Seller will proceed with all due diligence to secure any consents which may be necessary for the assignment of the Lease' Existing Contracts and Operating Contracts; xv. As soon as practicable after the date hereof but in no event later than twenty (20) days following full execution of this Agreement, Seller will deliver to Buyer a UCC-1 search report (herein so called): xvi. Seller will cooperate with Buyer in any efforts which Buyer may undertake to audit Seller's financial statements with respect to the Facility for the periods prior to the Closing Date, Seller if and to the extent such an audit is required for Buyer's compliance with applicable securities laws provided that Buyer shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, pay all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds costs thereof: and, xvii. Seller shall deliver (or cause disclose to be delivered) to Purchaser Buyer all material information regarding Seller's respective product warranties, claims handling procedures, product repair practices, and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC)warranty and liability histories, including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice existence of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americarecurring defects. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Seller hereby covenants with Purchaser., as follows: (a) At or After the date hereof and prior to the Closing DateClosing, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office no part of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies ofProperty, or filing receipts forany interest therein, any document filed as provided abovewill be sold, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, encumbered or otherwise transferred without Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer's consent. (b) After the date hereof and prior to the Closing, Seller shall not change its nameenter into any new Leases, identityor materially amend, state of incorporation modify or corporate structure extend any existing Leases, in any manner that wouldcase without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). Purchaser shall have two (2) business days from receipt of a written lease proposal from Seller to consent to said lease. If Purchaser does not respond in writing to Seller within said two (2) business days, could the lease shall be deemed approved. If Purchaser disapproves a lease proposal received from Seller, Purchaser's written response to the lease proposal shall state the reasons for such disapproval. If Purchaser consents to any such new Lease, or might make to the amendment, modification or extension of any financing statement existing Lease, Purchaser shall be solely responsible for the payment of all leasing commissions in connection therewith and any tenant improvement costs or continuation statement filed allowance, move-in allowance and any other payment to the tenant thereunder (whether coming due prior to the Closing, if the transaction contemplated by this Agreement closes, in which case any such amount shall be payable to Seller at Closing, or after the Closing), provided however, such commissions and costs shall be prorated between Seller and Purchaser based on the portion of the term of the respective lease (or by Purchaser, Issuer or renewal) which precedes Closing and the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 portion of the applicable UCC, unless they shall have given Purchaser, Issuer and term of the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsLease which occurs after the Closing. (c) Until the Closing, Seller shall give Purchaserkeep the Property insured against fire, vandalism and other loss, damage and destruction, provided, however, that Seller's insurance policies shall not be assigned to Purchaser at the Issuer Closing, and Purchaser shall be obligated to obtain its own insurance coverage from and after the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of AmericaClosing. (d) Prior to Until the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereeClosing, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer operate and maintain the Property in any the manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by being operated and maintained on the Issuer to the Holding Trust, and is owned by the Holding Trustdate of this Agreement.

Covenants of Seller. SECTION 4.1 Protection of Title of Seller hereby covenants with Purchaser., as follows: (a) Prior to the Closing, Seller shall neither execute any new Lease, Contract or Operating Agreement, nor 13 ---------------------------------------------------------------- terminate, renew, amend or modify any existing Lease, Contract or Operating Agreement or grant any major discretionary concession or waiver thereunder without Purchaser's prior written consent, which consent shall not be unreasonably withheld or delayed. Purchaser's consent shall be deemed given unless Purchaser notifies Seller to the contrary within three (3) business days of Purchaser's receipt of Seller's written request for approval, which shall include all information reasonably required by Purchaser, including the terms of such Lease, credit information on the Tenant and the proposed Lease or amendment document. Prior to the Closing, Seller shall not, without Purchaser's prior written consent, accept from any of the Tenants payment of rent or other charges more than one month in advance or apply any security deposit to rent due from any Tenant. At or the Closing, the unapplied cash security deposits under each of the Leases (as set forth on Exhibit Q attached hereto) shall be credited to Purchaser. Without limiting Purchaser's final approval rights over any new Leases, Purchaser hereby pre-approves the negotiation by Seller with the following four (4) "Pre-Approved Tenants" for leases on the following terms: Pre-Approved Pre-Approved Location # Tenant(s) Allowance(s) Square Feet Store #1054 Gap/Gap Kids $ 225,000 3,455 Store #2118 Restaurant $ 360,000 6,000 Store #2232 NASCAR Thunder $ 350,000 4,000 Store #2070 Gymboree $ 80,000 2,229 Total Pre-approved Allowance $1,015,000 Any portion of the "Total Pre-Approved Allowance" (as indicated above) which is not paid by Seller prior to the Closing Date, Seller shall have filed or caused to be filed the appropriate Pre-Approved Tenant pursuant to the terms of a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold final Lease approved by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required credited against the Purchase Price payable by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerClosing. (b) Seller The Existing Insurance Policies, or equivalent coverage, shall not change its name, identity, state of incorporation or corporate structure remain continuously in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or force through the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 day of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.Closing. 14 ---------------------------------------------------------------- (c) At all times prior to the Closing, Seller shall give Purchaseroperate, maintain and manage the Property substantially in the manner it is currently being operated and maintained, shall maintain present services, shall keep on hand sufficient materials, supplies, equipment and other personal property for the efficient operation and management of the Property in the manner it is currently being operated, and shall perform when due all of Seller's obligations under the Leases as necessary to prevent the Seller from being in default thereunder, or any other Lien (hereinafter defined) encumbering the Property, the Issuer Contracts, the Operating Agreements, the Governmental Approvals and other agreements relating to the Property and otherwise in accordance with all applicable laws, ordinances, rules and regulations affecting the Property; provided, however, this Section 7(c) shall not impose upon Seller any obligation to perform any work between the date hereof and the Indenture Trustee Closing in order to cause the Property to brought into compliance either with the Americans with Disabilities Act ("ADA") or Environmental Laws (hereinafter defined). Except as otherwise provided herein, Seller shall deliver the Property at least 60 the Closing in substantially the same condition as it was on the date hereof, reasonable wear and tear excepted and, subject to the other provisions of this Agreement, damage by Tenants and other third parties and casualty excepted, and shall terminate, as of the day of the Closing, any existing management agreement applicable to the Property and those of the Contracts designated in writing by Purchaser (no less than ten (10) days prior written notice of any relocation that would result in a change to Closing) which may by their terms be so terminated without cost or penalty due to early termination. None of the location Personal Property shall be removed from the Real Property, unless replaced by Personal Property of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America equal or Canada greater utility and (ii) its principal executive office within the United States of Americavalue. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and paid, or will pay in sufficient detail to permit (i) the reader thereof to know at any time as of or full prior to the Closing Datein the ordinary course of Seller's business (which may include payment in arrears), all bills and invoices for labor, goods, material and services of any kind relating to the status of such EFLLC Receivable, including payments maintenance and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as operation of the Cutoff Date. Seller shall maintain its computer systems so thatProperty substantially in the manner it is currently being operated and maintained, from utility charges, and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser employee salary and other accrued benefits relating to the Issuer and the contribution of the EFLLC Receivables by the Issuer period prior to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementClosing. (e) If at Seller agrees to pay any xxxx Xxxxxx shall propose to sell, grant a security interest in, Leasing Commissions (hereinafter defined) which are or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, will become due and is owned by the Holding Trust.payable 15 ----------------------------------------------------------------

Covenants of Seller. SECTION 4.1 Protection During the period from the Opening of Title Escrow until the earlier of Purchaser.termination of the Agreement or the Close of Escrow, Seller agrees to the following: A. Seller shall not (aand shall cause each Owner not to) At permit or suffer to exist any encumbrance, charge or lien or allow any easements affecting all or any portion of the Properties to be placed or claimed upon the Properties unless such encumbrance, charge, lien or easement has been approved in writing by Purchaser or unless such monetary encumbrance, charge or lien will be removed by Seller prior to the Close of Escrow. B. Seller shall not and shall cause the Owners to not execute any new lease or amend, modify, renew, extend or terminate any Lease without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. With respect to Purchaser’s consent, Purchaser shall be required to provide its consent or disapproval within five (5) business days following Purchaser’s receipt of a written request from Seller. If Purchaser fails to provide Seller with notice of response, Purchaser shall be deemed to have approved such new lease or modification to Lease. Furthermore, Purchaser shall not have the right to approve the form of the lease so long as Seller utilizes the form lease which is currently being utilized by Seller for the applicable Property (which form Purchaser acknowledges has been provided to Purchaser) with non-material changes negotiated by Seller and Tenant. C. Seller shall not and shall cause the Owners to not enter into any service, management or other contract relating to the Property which will survive the Close of Escrow without the prior written consent of Purchaser, which consent will not be unreasonably withheld; provided, however, that Seller shall not enter into any service, management or other contract relating to the Property which will survive the Close of Escrow that cannot be terminated upon thirty (30) days notice without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion. With respect to Purchaser’s consent, Purchaser shall be required to respond to a written request for its consent within five (5) business days following receipt of such written request. If Purchaser fails to provide Seller with notice of response, Purchaser shall be deemed to have approved such service contract or modification to service contract. <<page ends>> D. Seller shall continue to operate and maintain the Properties in the manner in which the Properties are currently operated and maintained, including, but not limited to the continuing the level of insurance coverage on the Properties as of the Opening of Escrow. E. Purchaser acknowledges and agrees that notwithstanding anything to the contrary set forth in this Section or any other provision of this Agreement, for a pre-Closing Dateclaim, Purchaser shall look to the Properties or the assets of Seller only (subject to the limitations set forth in Section 14 below) and for a post-Closing claim, Purchaser may look to Seller or the assets of Seller (subject to the limitations set forth in Section 9.D). For satisfaction of any claims whatsoever, whether a pre-Closing or post-Closing claim, Purchaser shall not look to the assets of members or managers of Seller or CalPERS. No present or future officer, director, employee, trustee, member, retirant, beneficiary, internal investment contractor, manager, investment manager, or agent of CalPERS or Seller shall have filed any personal liability, directly or caused to indirectly, and recourse shall not be filed a UCC-1 financing statementhad against any such officer, naming Seller as seller director employee, trustee, member, retirant, beneficiary, internal investment contractor, investment manager or debtor, naming Purchaser as purchaser agent under or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, in connection with the office of the Secretary of State of the State of Delaware and this Agreement or any other document or instrument heretofore or hereafter executed in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and connection with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral Purchaser hereby waives and releases any and all such personal liability and recourse. The limitations of liability provided in the same manner as described herein this Section 8.E are in addition to, and not in limitation of any limitation of liability applicable to Seller or may contain an indication CalPERS provided by law or description of collateral that describes such property in any other manner as such party may determinecontract, agreement or instrument. The foregoing exculpation of liability shall be absolute and without any exception whatsoever. F. Seller shall not, and shall cause the Owners to not, commence a "presently, in its sole discretionprocess, capital improvement project" (as that phrase is necessarydefined below) without the prior written consent of Purchaser, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee which consent shall not be obligated unreasonably withheld. With respect to file any Purchaser’s consent, Purchaser shall be required to respond to a written request for its consent within five (5) business days following receipt of such records (including, without limitation, financing statements) except upon written instruction from the request. If Purchaser fails to provide Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Dateresponse, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall deemed to have been paid in full pursuant to the terms of the Sale and Servicing Agreementapproved such request. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Buyer as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to cause Manager to operate and maintain the Property in a manner generally consistent with the manner in which it has been operated and maintained prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerdate hereof. (b) Seller shall use reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Buyer prior to Closing, a written estoppel certificate in the form of Exhibit J attached hereto and made a part hereof signed by the tenant under the Lease. The signed certificate from the tenant is referred to herein as the "Tenant Estoppel." Notwithstanding anything herein contained to the contrary, Seller's inability to obtain the Tenant Estoppel shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed constitute a default by Seller (hereunder. To the extent that any matters as to which Seller has made a representation or by Purchaserwarranty herein are encompassed within any Tenant Estoppel, Issuer such representation or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they warranty shall no longer be effective and Buyer shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsno rights in connection therewith. (c) A copy of any modification of the Lease which Seller wishes to execute between the Effective Date and the date of Closing will be submitted to Buyer for its approval prior to execution by Seller. Buyer agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval, including all tenant inducement costs and leasing commissions to be incurred in connection therewith. In the event Buyer informs Seller that Buyer does not approve such modification of the Lease, which approval shall not be unreasonably withheld, Seller shall give Purchasernot enter into such agreement. In the event Buyer fails to notify Seller in writing of its approval or disapproval within five (5) business days, such failure shall be deemed the Issuer and the Indenture Trustee at least 60 days prior written notice of approval by Buyer. At Closing, Buyer shall reimburse Seller for any relocation that would result in tenant inducement costs, leasing commissions or other expenses, including legal fees, incurred by Seller pursuant to a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain modification approved (ior deemed approved) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americaby Buyer. (d) Prior Seller and Manager shall have the right to make and accept reservations for use of the Closing DateHotel's rooms, Seller has maintained accounts banquet and records as to each EFLLC Receivable accurately restaurant facilities and in sufficient detail to permit meeting and convention facilities (i) the reader thereof to know at any time as of or prior to the Closing Date, the status and accept cancellations of such EFLLC Receivable, including payments Reservations) in the ordinary course of business at Seller's customary rates and recoveries made charges and payments owing (Buyer agrees to honor and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that assume all such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementReservations following Closing. (e) If at any xxxx Xxxxxx After the expiration of the Inspection Period, without the consent of Buyer (which shall propose to sell, grant a security interest in, not be unreasonably withheld or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereedelayed), Seller shall give not enter into any Service Contracts which are not terminable within thirty (30) days and which would require Buyer (as Seller’s successor in interest) to such prospective purchaser, lender, make payments accruing after the Closing Date in the aggregate amount of $5,000 or other transferee computer tapes, records, more. (f) Seller shall not release or print-outs (including modify any restored from archives) thatwarranties and guaranties, if they any, except with the prior written consent of Buyer. (g) Seller shall refer in any manner whatsoever cause to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable)be paid prior to delinquency all ad valorem, shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer occupancy and sales taxes due and payable with respect to the Holding Trust, and is owned by Property or the Holding Trustoperation of the Hotel.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerdate hereof. (b) Seller shall use reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing, a written estoppel certificate, in the form of Exhibit K attached hereto and made a part hereof, signed by the tenant under the Lease. An estoppel certificate shall not change its name, identity, state of incorporation or corporate structure in be deemed unsatisfactory merely because any manner that would, could or might make tenant qualifies any financing statement or continuation statement filed certification therein by Seller (an “actual knowledge” standard or by Purchaser, Issuer or similar provision. A signed certificate is referred to herein as a “Tenant Estoppel”. A Tenant Estoppel shall be acceptable to Purchaser so long as it confirms the Indenture Trustee on behalf of Seller) in accordance with paragraph following: (a) above seriously misleading within the meaning of §9-506 of documents encompassing the applicable UCCLease in its entirety, unless they shall have given Purchaserincluding any side letter agreements; (b) to tenants knowledge, Issuer and neither the Indenture Trustee at least 60 days’ prior written notice thereoflandlord nor tenant under the Lease are in material default under the Lease; (c) the lease term, current rental amounts, and shall promptly file appropriate amendments date through which rent is paid are as referenced in the Lease and rent rolls provided to all previously filed financing statements Purchaser; (d) any remaining renewal options; and continuation statements(e) any purchase rights, termination rights or expansion options. (c) Seller shall give will not modify or renew the Lease or any Operating Agreements or enter into any new leases or contracts affecting the occupancy or operations of the Property without the prior written consent of Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller which consent shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americanot be unreasonably withheld. (d) Prior Seller shall send notices to terminate all contracts, except the Lease and the Operating Agreements with Electro Watchman, Inc. and Xxxxxxxx Company (together, the “Assumed Operating Agreements”), on or before the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) . Purchaser shall pay for any fees owing under the reader thereof to know at any time as of or prior to terminated Operating Agreements after the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables up to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Sellerone month’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementservice fee. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Any insurance policies maintained by Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer relating to the Holding Trust, Property shall remain continuously in force through and is owned by including the Holding TrustClosing Date.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller covenants and agrees with Buyer as follows: (a) At Within ten (10) business days after the date of this Agreement, Seller, at the expense of Seller, shall make available to Buyer all information pertaining to referenced Interests that has not been provided heretofore. All of this information shall also be open to inspection and photocopying by Buyer at Seller's offices any reasonable time during the term of this Agreement; (b) Prior to Closing, Seller shall carry on its business with respect to the Interests in substantially the same manner as Seller has prior to the date of this Agreement and shall not introduce any new method of management, operation or accounting with respect to the Interests; (c) Prior to Closing, without the prior written consent of Buyer, Seller shall not enter into any new agreements or commitments with respect to the Interests which extend beyond Closing, shall not make any expenditures on any Interests, shall not abandon any well located on the Interests nor release or abandon all or any portion of any of the leases, shall not modify or terminate any of the agreements relating to the Interests, and shall not encumber, sell or otherwise dispose of any of the Interests other than personal property that is replaced by equivalent property or consumed in the normal operation of the Interests; (d) Seller shall use its best reasonable efforts to have Buyer, or an affiliate of Buyer, to be duly designated Operator of all designated xxxxx in “Exhibit A” included in the Interests which Seller currently operates, and will allow Buyer to take over operations of those xxxxx as soon as possible after Closing; (e) Seller shall use its best efforts to take or cause to be taken all such actions as may be necessary or advisable to consummate and make effective the sale of the Interests and the transactions contemplated by this Agreement and to assure that, as of the Closing Date, Seller will not be under any material corporate, legal or contractual restriction that would prohibit or delay the timely consummation of such transactions; (f) Seller shall cause all of its representations and warranties contained in this Agreement to be true and correct on and as of the Closing Date, and to the extent the conditions precedent to the obligations of Buyer are within the control of Seller, Seller shall cause such conditions to be satisfied on or prior to the Closing Date and, to the extent the conditions precedent to the obligations of Buyer are not within the control of Seller, Seller shall use its best efforts to cause such conditions to be satisfied on or prior to the Closing Date, ; and (g) Seller shall have filed promptly notify Buyer if any representation or caused warranty of Seller contained in this Agreement is discovered to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies ofbecomes untrue, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that if Seller fails to perform its obligations under or comply with any covenant or agreement contained in this subsection, Purchaser, Issuer Agreement or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the it is reasonably anticipated that Seller hereby authorizes the Purchaser, the Issuer will be unable to perform or the Indenture Trustee to file a record comply with any covenant or records (as defined agreement contained in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection Seller hereby covenants with ------------------- Purchaser, which covenants shall be performed at Seller's sole cost and expense unless otherwise set forth in this Agreement, that commencing upon the date of Title of Purchaser.the Original Agreement and continuing until the Closing Date (or as otherwise set forth below): (a) At Upon learning of any material change in any condition with respect to the Property or prior of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement untrue or misleading in any material respect, promptly to notify Purchaser thereof (Purchaser agreeing, on learning of any such fact or condition, promptly to notify Seller thereof). (b) To continue or cause to continue to operate the Property in a good and businesslike fashion consistent with its past practices and to cause the Property to be maintained in good working order and condition in a manner consistent with its past practice. (c) To provide to Purchaser, promptly upon reasonable request, such unaudited financial and other information and certifications of Seller with respect to the Property as Purchaser may from time to time reasonably request in order to comply with any applicable securities laws and/or any rules, regulations or requirements of the Securities and Exchange Commission and, if required or requested, to permit Purchaser to incorporate by reference any information included in filings made by Seller with the Securities and Exchange Commission. Without limiting the foregoing, Seller shall provide to Purchaser a copy of each monthly profit and loss statement for the Property. (d) Seller shall not, without the Purchaser's written consent, enter into any modifications, renewals or extensions of any of the Space Leases, other than those modifications, renewals or extensions required by the terms of the applicable document, or enter into any other leases, agreements (including any Franchise Agreement), mortgages or other loan documents or other commitments relating to the Property or the operation of the Hotel other than in the normal course of business and which are by their terms terminable without penalty upon not more than thirty (30) days notice. (e) From and after the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office employ substantially all of the Secretary of State present employees of the State Hotel, in at least the number and positions as are required in order to avoid triggering any notification requirements under the Worker Adjustment Retraining and Notification Act ("WARN Act"), without -------- limiting Seller's ability to discharge any or all of Delaware and in such other locations employees thereafter (provided, however, that no such discharge will trigger a WARN Act notification or otherwise impose any obligations on Seller). Any employees of Seller working at the Hotel as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under Closing Date shall remain the Sale employees of Seller after the Closing Date. Seller hereby agrees to indemnify and Servicing Agreement hold harmless Purchaser from and against any and all liability, cost, damages and expenses arising from or relating to the failure of Seller to comply with this Section 8.1(e). The -------------- provisions of this Section 8.1(e) shall survive the Indenture Trustee under Closing. -------------- (f) To operate, manage, and maintain the Indenture Hotel consistent with Seller's prior practice and as a reasonable and prudent operator of like- kind hotels in the EFLLC Receivables same competitive market would operate, manage, and maintain the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC)Hotel, including, without limitation, financing statements(i) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel facilities on terms not less favorable than the terms typically arranged by Seller as of the date of this Agreement and in accordance with Seller's prior practice, (iii) maintaining the current level of advertising and other promotional activities for Hotel facilities, (iv) maintaining its books of accounts and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years; (v) maintaining supplies and personalty consistent with the prior operations of Seller; (vi) expending such amounts for advertising and promotions as are scheduled to be expended prior to Closing pursuant to Seller's 1997 operating budget for the Hotel; and (vii) expending such amounts for capital improvements as are scheduled to be expended prior to Closing pursuant to Seller's 1997 capital budget for the Hotel, provided that if any such scheduled capital improvement is not completed prior to Closing, Seller shall complete such improvements at its sole cost and expense in a manner consistent with Seller's past operation of the Hotel and this subparagraph (vii) shall survive Closing; (g) To keep and maintain the Hotel in a state of repair and condition consistent with the requirements of clause (f) above; (h) To keep, observe, and perform all jurisdictions its obligations in all material respects under the Space Leases and the Contracts for the Hotel, and all other applicable contractual arrangements relating to the Hotel consistent with Seller's past practice; (i) To not enter into any new agreements of the nature of Contracts or Space Leases or any amendments, modifications, renewals or extensions of any existing Contracts or Space Leases, without Purchaser's prior written consent, except that the Seller shall not be required to obtain Purchaser's consent to any new agreement or any renewal or extension of existing agreements which may be terminated on not more than thirty (30) days prior notice without cost or expense. Any such new agreement or renewal or extension of existing agreements to which Purchaser's consent was not obtained, whether or not such consent is required under this Section 8.1(i) shall subject the -------------- applicable agreement to Purchaser's review under Section 3; --------- (j) To not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding and replacing, where needed or appropriate, worn items, and timely make all repairs, maintenance, and replacements to keep the Hotel and all FF&E in good operating condition; (k) To comply with all filing offices as the Purchaser or the Issuer may determinefederal, in its sole discretionstate, are necessary or advisable to perfect the security interest granted and municipal laws, ordinances, regulations, and orders relating to the Purchaser pursuant Hotel; (l) To not sell or assign or enter into any agreement to Section 6.9 sell or assign, or to create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Hotel or any portion thereof; (m) To not cancel any existing booking contracts for the use of Hotel facilities or new booking contracts obtained by Seller after the date of this Agreement. Such financing statements Agreement except as may describe be consistent with Seller's past practices and the collateral practices of a reasonable and prudent operator of a like-kind hotels in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determinecompetitive market, in its sole discretion, is necessary, advisable or prudent and to ensure the perfection of the security interest in the collateral granted continue to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer.book contracts and reservations consistent with prior practices; (bn) Seller shall not change its nameTo pay or cause to be paid all taxes, identityassessments and other impositions levied or assessed on the Hotel or any part thereof on or before the date on which the payment thereof is due; (o) To use reasonable, state of incorporation or corporate structure in good faith efforts to obtain the Estoppel Certificates and any manner that would, could or might make any financing statement or continuation statement filed consents and approvals necessary for the transaction contemplated by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee this Agreement at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or one week prior to the Closing DateClosing; to continue to use reasonable, good faith efforts to obtain such items thereafter; to promptly inform Purchaser of any issues or problems which Seller foresees in obtaining any such items; and to deliver each such item to Purchaser promptly after receipt thereof; and (p) To keep the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and existing insurance coverage for the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid Hotel in full pursuant to the terms of the Sale force and Servicing Agreementeffect. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall operate and maintain the Property in substantially the same manner in which the Property is being currently operated and maintained. (b) Prior to Closing, Seller shall file a Form 0000-X, XXXXXX Withholding Certificate (the “FIRPTA Certificate”) in the form required by the Internal Revenue Service, a copy of which shall be provided to Purchaser on or prior to the Closing, along with proof of delivery to the Internal Revenue Service. The FIRPTA Certificate will indicate the taxable gain, if any, that Seller will recognize upon the sale of the Property to Purchaser and the tax liability amount required to be paid to the Internal Revenue Service in connection therewith (the “Certificate Tax Amount”). Pursuant to Section 4.01 of Revenue Procedure 2000-35, 2000-2 CB 211 (August 9, 2000) and the filing of such FIRPTA Certificate with the Internal Revenue Service prior to the date of sale, Purchaser is required to withhold from the sales proceeds ten percent (10%) of the gross sales proceeds derived from the sale of the Property, but is not required to pay such withheld amounts to the Internal Revenue Service pending approval of said FIRPTA Certificate by the Internal Revenue Service. Accordingly, Seller and Purchaser agree that Purchaser shall withhold ten percent (10%) of the gross sales proceeds (the “Escrowed Funds”), from the Purchase Price and pay the Escrowed Funds to Escrow Agent, acting as withholding escrow agent (“Withholding Escrow Agent”), to hold pending consideration of the FIRPTA Certificate by the Internal Revenue Service. If the Internal Revenue Service approves the FIRPTA Certificate, Seller and Purchaser shall direct Withholding Escrow Agent to apply the Escrowed Funds to pay such approved tax liability (the “Final Tax Liability”) within twenty (20) days after such approval. If the Final Tax Liability is greater than the Escrowed Funds, then Seller shall be fully liable to the Internal Revenue Service for all amounts owed over and beyond the Escrowed Funds. If the Final Tax Liability is less than the Escrowed Funds, then Withholding Escrow Agent shall promptly pay the excess to Seller, together with the interest or income earned on the Escrowed Funds. If the IRS denies the FIRPTA Certificate, then the Seller and Purchaser shall direct Withholding Escrow Agent to immediately pay the Escrowed Funds to the Internal Revenue Service in fulfillment of the Purchaser’s obligations under FIRPTA. It is anticipated by Seller that the Final Tax Liability will equal the Certificate Tax Amount. Seller shall promptly forward to Purchaser any written communications from or to the Internal Revenue Service regarding the FIRPTA Certificate. Seller and Purchaser acknowledge that the IRS normally acts on applications received within 90 days of the receipt of all information necessary to make a proper determination as to required FIRPTA withholding. Seller shall file or cause to be filed any and all tax returns, information returns or any other required filings in connection with the transfer on or before the due date of such returns with the Internal Revenue Service and timely pay any and all tax liabilities associated therewith. Seller hereby agrees to hold Purchaser harmless from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees, interest and penalties) incurred or realized by Purchaser and relating to the payment to the Internal Revenue Service of any such withholding tax due upon the sale of the Property by Seller to Purchaser. Each of Seller and Purchaser agrees to execute and deliver at the Closing an escrow agreement with Withholding Escrow Agent that reflects the provisions of this Section 6.4(b) in the form attached hereto as Exhibit S (the “Withholding Escrow Agreement”). Such escrow agreement shall provide for the investment of the Escrowed Funds in designated investments or accounts available to Escrow Agent and approved by Seller, and all interest or other income earned thereon shall be added to and deemed a part of the Escrowed Funds. Seller will pay all costs and expenses relating to the escrow account established pursuant to this Section 6.4(b). In the event that a FIRPTA Certificate is not filed in accordance with this Section 6.4(b) prior to Closing, Purchaser shall withhold ten percent (10%) of the gross sales proceeds from the Purchase Price and remit such amount to the Internal Revenue Service in accordance with its obligations set forth in Section 1445 of the Internal Revenue Code. (c) From the Effective Date through the Closing, Seller shall not modify, amend or terminate the Leases without first obtaining Purchaser’s prior written consent, which consent may be granted or withheld in Purchaser’s sole discretion. (d) From the Effective Date through the Closing, Seller shall not enter into any lease or similar agreement with respect to the occupancy of the Property or any portion or portions thereof without first obtaining Purchaser’s prior written consent, which consent may be granted or withheld in Purchaser’s sole discretion. (e) Seller hereby covenants that, from the Effective Date of this Agreement up to and including the Closing Date, Seller shall have filed not, without Purchaser’s prior written consent, which may be granted or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured withheld in Purchaser’s sole discretion: (i) negotiate with any third party and describing respecting the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office sale of the Secretary Property or any interest therein, (ii) enter into any new agreement of State any kind respecting the Property; (iii) waive in writing any rights of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and Leases; (iv) grant or otherwise create or consent to the creation of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies ofany easement, restriction, lien, assessment, or filing receipts for, encumbrance respecting the Property; or (v) create or modify any document filed as provided above, as soon as available following such filing. In the event that Seller fails exceptions to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted title to the Purchaser pursuant Property, or initiate or consent to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein any action with respect to zoning or may contain an indication other Property entitlements or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerpermits. (bf) Seller shall not change its name, identity, state neither transfer nor remove any Personal Property or fixtures from the Property after the Effective Date except for the purposes of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice replacement thereof, in which case such replacements shall be promptly installed and shall promptly file appropriate amendments be comparable in quality to all previously filed financing statements and continuation statementsthe items being replaced. (cg) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so thatshall, from and after the time of sale under this Agreement Effective Date through the Closing Date, use commercially reasonable efforts to perform and discharge all of the EFLLC Receivables to Purchaser, the conveyance duties and obligations and comply with every covenant and agreement of the EFLLC Receivables by Purchaser to landlord under the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding TrustLeases, at Seller’s master computer records (including archives) that shall refer expense, in the manner and within the time limits required thereunder. Furthermore, Seller shall, for the same period of time, use commercially reasonable efforts to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold cause the Tenants to Purchaser, has been conveyed by Purchaser to perform all of their duties and obligations under the Issuer Leases and has been contributed by otherwise comply with each and every one of their covenants and agreements under the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementLeases. (eh) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereeFrom the Effective Date through the Closing, Seller shall give continue to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable carry the same special form/”all risk” insurance covering the Property that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, currently in force and is owned by the Holding Trusteffect.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.The Seller hereby covenants with Buyer as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, the Seller shall use commercially reasonable best efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof; (b) Except as provided below, a copy of any amendment, renewal or expansion of any existing Lease or any new lease (collectively, the “New Leases” and individually “New Lease”) which Seller wishes to execute between the Effective Date and the Closing Date will be submitted to Buyer. Buyer shall have the right to approve (in its sole and absolute discretion) any such New Lease which Seller desires to enter into between the Approval Date and the Closing Date. With respect to any such New Lease which Buyer has the right to approve, Buyer shall notify the Seller shall have filed or caused in writing within five (5) business days (“New Lease Approval Period”) after its receipt thereof (and any additional information reasonably requested by Buyer from Seller relating to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office any of the Secretary New Leases) of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds either its approval or disapproval thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event Buyer notifies Seller in writing within the New Lease Approval Period that Buyer does not approve any such New Lease, then Seller shall not enter into such New Lease. In the event Buyer fails to perform notify Seller in writing of its obligations under this subsectionapproval or disapproval within the New Lease Approval Period, PurchaserBuyer shall be deemed to have approved any such New Lease. At Closing, Issuer or unless otherwise provided herein, all Tenant Payment Obligations related to the Indenture Trustee may do soNew Leases (collectively, at the expense of “New Lease Costs”) shall be (A) reimbursed to the Seller by Buyer to the extent such New Lease Costs are incurred and paid by Seller, and (B) assumed by Buyer in writing to the extent the Seller’s obligations for such New Lease Costs have not been satisfied. In furtherance At Closing, all unpaid Tenant Payment Obligations incurred in connection with the Leases (other than the New Lease Costs) which have accrued prior to Closing shall be handled in accordance with the terms of Section 4.4(e) hereof. Notwithstanding the foregoing, the nothing contained in this paragraph or elsewhere in this Agreement shall prohibit Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in from doing any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records following: (including, without limitation, financing statementsi) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance entering into month-to-month leases with paragraph (a) above seriously misleading within the meaning of §9-506 existing tenants of the applicable UCCProperty, unless they shall have given Purchaser, Issuer and or (ii) complying with any of the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsobligations of the landlord under the Leases. (c) Except as provided below, a copy of any amendment or renewal of any Contract or any new Contract (collectively, the New Contracts” and individually “New Contract”) which Seller wishes to execute between the Effective Date and the Closing Date will be submitted to Buyer. Buyer shall have the right to approve any such New Contract which such Seller desires to enter into between the Approval Date and the Closing Date. With respect to any such New Contract which Buyer has the right to approve, Buyer shall notify the Seller in writing within five (5) business days (“New Contract Approval Period”) after its receipt thereof (and any additional information reasonably requested by Buyer from Seller relating to any of the New Contracts) of either its approval or disapproval thereof. In the event Buyer notifies Seller in writing within the New Contract Approval Period that Buyer does not approve any such New Contract, then Seller shall give Purchasernot enter into such New Contract. In the event Buyer fails to notify Seller in writing of its approval or disapproval within the New Contract Approval Period, Buyer shall be deemed not to have approved any such New Contract. Notwithstanding the Issuer and foregoing, nothing contained in this Section 5.2(c) or elsewhere this Agreement shall prohibit Seller from entering into any Contract which either expires on or before the Indenture Trustee at least 60 Closing Date or is terminable upon no more than thirty (30) days prior written notice of any relocation that would result in a change of from Seller to the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americaother party to such Contract. (d) Prior to From the Effective Date hereof until the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as Date or earlier termination of or prior to the Closing Datethis Agreement, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and Seller shall not modify or change the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as zoning classifications of the Cutoff Date. Seller Real Property without Buyer’s consent, which consent shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall not be deleted from unreasonably withheld or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementdelayed. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants as follows: (a) At or prior to Between the Effective Date and the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statementmaintain the Property in its present condition, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party ordinary wear and describing tear excepted; (b) Between the EFLLC Receivables Effective Date and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafterClosing Date, Seller shall authorize maintain all casualty, liability and file such financing statements hazard insurance currently in force with respect to the Property; and (c) Between the Effective Date and cause the Closing Date, Seller shall lease, operate, manage and enter into contracts with respect to be authorized the Property, in the same manner done by Seller prior to the date hereof, maintaining present services and filed such continuation statements, all in such manner sufficient supplies and in such places as may be required by law fully to preserve, maintain equipment for the operation and protect the interest of Purchaser under this Agreement, maintenance of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted prior to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (includingdate hereof; provided, without limitationhowever, financing statements) except upon written instruction from the Seller or the Issuer. (b) that Seller shall not change its name, identity, state of incorporation or corporate structure in enter into any manner service contract that would, could or might make any financing statement or continuation statement filed by Seller cannot be terminated within thirty (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller30) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americanotice. (d) Prior A copy of each Lease presented to Seller between the Effective Date and the Closing DateDate for its approval and execution will be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within ten (10) business days after its receipt of each such Lease of either its approval or disapproval thereof, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the event Purchaser informs Seller that Purchaser does not approve any such Lease, which approval shall not be unreasonably withheld, Seller has maintained accounts and records as shall have the option to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader cancel this Agreement by written notice thereof to know at Purchaser within five (5) business days after Seller’s receipt of written notice of Purchaser’s disapproval of any time as of or prior to the Closing Datesuch Lease, the status of such EFLLC Receivable, including payments and recoveries made upon refund and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as payment of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables Xxxxxxx Money to Purchaser, neither party shall have any further liability or obligation hereunder. In the conveyance event Purchaser fails to notify Seller in writing of its approval or disapproval of any such Lease within the EFLLC Receivables five (5) day time period for such purpose set forth above, such failure shall be deemed the approval by Purchaser to the Issuer and the contribution of the EFLLC Receivables such Lease. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs or leasing commissions incurred by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full Seller pursuant to the terms of the Sale and Servicing Agreementa new Lease approved (or deemed approved) by Purchaser. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller agrees that, unless the REIT agrees in writing or otherwise stated in this Agreement: (a) At Until the earlier of the Closing Date and the abandonment or termination of this Agreement pursuant to Article — or otherwise (the “Release Time”), no amendment will be made in the charter documents of Seller or Seller Owner. (b) Until the Release Time, no equity interest or any other security or contractual commitment to issue any security of any of Seller, shall be issued or sold by Seller and there shall not be any transfer or assignment or pledge of any such equity interest in Seller. (c) Unless the REIT otherwise consents (which consent shall not be unreasonably withheld, delayed or conditioned with respect to the Cash Reserve Requirement), until the Release Time, no dividend or liquidating or other distribution shall be authorized, declared, paid, or effected by Seller other than as provided in this Agreement or as done in the ordinary course of business. (d) Before Seller releases any information concerning this Agreement, or any of the transactions contemplated by this Agreement which is intended for, or may result in, public dissemination thereof, Seller shall cooperate with the REIT, shall furnish drafts of all documents or proposed oral statements to the REIT for comment, and shall not release any such information without the consent of the REIT, which consent shall not be unreasonably withheld. Nothing contained herein shall prevent Seller from releasing any information if required to do so by law. (e) Seller shall not make any agreement or reach any understanding not approved by the REIT as a condition for obtaining any consent, authorization, approval, order, license, certificate, or permit required for the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, all negotiations for the refinancing of the Seller Mortgage shall be directed by the REIT. (f) Seller shall timely prepare and file any declaration or filing necessary to comply with any transfer tax statutes that require any such filing before the Closing Date, it being understood that Seller is expected to take direction regarding these matters from REIT or its counsel. (g) For the purposes of this Agreement, the term “Cash Reserve Requirement” shall mean that Seller has sufficient cash and cash equivalents to pay the prorations and other obligations regarding the Subject DST (7% OWNERSHIP) that have accrued prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Seller covenants with Purchaser., as follows: (a) At or After the date hereof and prior to the Closing DateClosing, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office no part of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies ofProperty, or filing receipts forany interest therein, any document filed as provided abovewill be sold, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, encumbered or otherwise transferred without Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer's consent. (b) After the date hereof and prior to the Closing, Seller shall not change its nameenter into any new Leases, identityor amend, state of incorporation modify or corporate structure extend any existing Leases, in any manner case without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). If Purchaser consents to any such new Lease, or to the amendment, modification or extension of any existing Lease, Purchaser shall be solely responsible for the payment of all leasing commissions in connection therewith and any tenant improvement costs or allowance, move-in allowance and any other payment to the tenant thereunder (whether coming due prior to the Closing (if the transaction contemplated by this Agreement closes, in which case any such amount shall be payable to Seller at the Closing), or coming due after the Closing). The preceding sentence shall not apply in the event that would, could or might make any financing statement or continuation statement filed the transaction contemplated by this Agreement is not consummated. Purchaser and Seller (or by Purchaser, Issuer or agree to allocation of responsibility for the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer leasing commissions and the Indenture Trustee at least 60 days’ prior written notice thereoftenant improvement costs or allowances as summarized on Exhibit L; provided, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementshowever, the transaction contemplated by this Agreement is consummated. (c) Until the Closing, Seller shall give Purchaserkeep the Property insured against fire, vandalism and other loss, damage and destruction, provided, however, that Seller's insurance policies shall not be assigned to Purchaser at the Issuer Closing, and Purchaser shall be obligated to obtain its own insurance coverage from and after the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of AmericaClosing. (d) Prior to Until the Closing DateClosing, Seller has shall operate and maintain the Property in the manner being operated and maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) on the reader thereof to know at any time as date of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, Except as otherwise agreed or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereeprovided herein, Seller shall give be responsible for the payment of contractors, subcontractors or materialmen retained by Seller to such prospective purchaser, lender, perform work or other transferee computer tapes, records, provide services or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer materials relating to the Holding Trust, and is owned by period prior to the Holding TrustClosing.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser. (a) At or prior to the Closing Date, The Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize execute and file such UCC financing statements and cause to be authorized executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain maintain, and protect the interest of Purchaser under this Agreement, respective interests of the Issuer under Purchaser and the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables Leases, the Equipment, the other Lease Assets and the EFLLC Other Conveyed other Trust Property and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that the Seller fails to perform its obligations under this subsection, Purchaser, Issuer the Purchaser or the Indenture Trustee may do so, on the Seller's behalf, at the expense of the Seller. In furtherance The Seller hereby grants the Purchaser and the Trustee a power of attorney to effectuate the provisions of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerpreceding sentence. (b) The Seller shall not change its name, identity, state of incorporation or corporate corperate structure in any manner that would, could could, or might make any UCC financing statement or continuation statement filed by the Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §ss. 9-506 402 (7) of the applicable UCC, unless they it shall have given Purchaser, Issuer the Purchaser and the Indenture Trustee at least 60 days’ ' prior written notice thereof, thereof and shall have promptly file filed appropriate amendments to all previously filed XXXX financing statements and or continuation statementsstatements as requested by the Purchaser or the Trustee. (c) The Seller shall give Purchaser, the Issuer and the Indenture Trustee Purchaser at least 60 days days' prior written notice of any relocation that would of its principal executive office if, as a result in a change of such relocation, the applicable provisions of the location UCC would require the filing of any amendment of any previously filed UCC financing or continuation statement or of any new UCC financing statement and shall promptly file any such amendment as requested by the debtor within Purchaser or the meaning of Section 9-307 of the applicable UCCTrustee. The Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada shall service Leases, and (ii) its principal executive office office, within the United States of America. The Seller shall pay all filing fees or taxes payable in respect of any UCC financing or continuation statements required to be filed pursuant to this Section 6.05. (d) Prior to the Closing Date, The Seller has maintained shall maintain accounts and records as to each EFLLC Receivable Lease accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC ReceivableLease, including payments and recoveries made and payments owing (and the nature of each). (e) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. The Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement hereunder of the EFLLC Receivables Leases to the Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s 's master computer records (including archives) that shall refer to an EFLLC Receivable a Lease shall indicate clearly the interest of the Purchaser in such Lease and that such EFLLC Receivable Lease has been sold to Purchaser, has been conveyed by the Purchaser to the Issuer and has been contributed is owned by the Issuer to the Holding TrustTrustee. Indication of the Holding Trust’s Purchaser's and the Trustee's ownership of an EFLLC Receivable a Lease shall be deleted from or modified on the Seller’s 's computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or Lease shall have been paid in full pursuant to or repurchased and the terms of the Sale and Servicing AgreementRetransfer Amount has been paid. (ef) If at any xxxx Xxxxxx time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables other equipment leases or installment sale contracts to any prospective purchaser, lender lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable)Lease, shall indicate clearly that such EFLLC Receivable Lease has been sold to Purchaser, sold by the Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding TrustTrustee. (g) The Seller shall permit the Purchaser and the Trustee and their respective agents upon reasonable notice at any time during normal business hours which does not unreasonably interfere with its normal operations or customer or employee relations, to confer with the Seller's officers and relevant other personnel, to confer with the Seller's independent auditors and to inspect, audit, and make copies of and abstracts from its records regarding any Lease. (h) Upon request by the Purchaser or the Trustee, the Seller shall furnish to the Purchaser or the Trustee (as the case may be), within five Business Days, a current composite Schedule of Leases held by the Purchaser as of the end of the most recent Collection Period. (i) The Seller shall deliver to the Purchaser and the Trustee, promptly after the execution and delivery of this Agreement and of each amendment hereto, an opinion of Counsel either (a) stating that, in the opinion of such counsel, all UCC financing statements and continuation statements necessary to preserve and protect fully the interest of the Purchaser and the Trustee in the Lease Assets have been filed, or (b) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest and (c) stating that such amendment is in compliance with the terms of this Agreement and the Indenture.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerdate hereof. (b) Seller shall not change its namerequest a Tenant Estoppel (as hereafter defined) from every tenant and use reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain estoppel certificates (i) each office from all three Anchors (as defined below) which it services EFLLC Receivables within the United States of America or Canada are tenants under Leases and (ii) its principal executive office within from 75% of those Tenants who are not Anchors (as defined below) at the United States Property (based on square total occupied square footage, excluding space occupied by Anchors (as defined below))(other than tenants under Leases consisting of America. (d) Prior licenses and concession agreements which have terms, including any rights to the Closing Daterenew or extend, Seller has maintained accounts and records as to each EFLLC Receivable accurately and not in sufficient detail to permit (i) the reader thereof to know at any time excess of twelve months as of or prior May 1, 2000; such estoppel letters to be in substantially the Closing Dateform annexed hereto as Exhibit E; provided, however, that if any Lease provides for the status form of such EFLLC Receivablecontent of an estoppel certificate, including payments Purchaser shall accept an estoppel certificate as called for therein if any tenant refuses to execute one in the form annexed hereto as Exhibit E after being requested to do so by Seller. The signed certificates are referred to herein as the "Tenant Estoppels." An Anchor shall mean Hudsons, Penney's, and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff DateTarget. Seller shall maintain its computer systems so that, from and after the time of sale Purchaser's obligations under this Agreement to complete Closing and pay the Purchase Price shall not be relieved if Seller is unable to obtain any Tenant Estoppel required to be delivered after using its reasonable efforts to obtain it if Seller instead, at Seller's sole option, executes a Seller Tenant Estoppel for such tenant. If any such tenant does have a claim which would entitle it to set-off the amount of the EFLLC Receivables to Purchaser, claim against rent due under the conveyance of the EFLLC Receivables by Purchaser to the Issuer lease and the contribution amount of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereeclaim is ascertainable, Seller shall have the right, at its sole option, to give Purchaser a credit against the cash portion of the Purchase Price in the amount of the claim; and, in such event, Purchaser shall complete Closing and take subject to such prospective purchaserclaim. If Seller has delivered a Seller Tenant Estoppel to Purchaser for one or more tenants and within ninety (90) days following Closing, lenderSeller or Purchaser receives an acceptable Tenant Estoppel from any such tenant, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they then the Landlord's Tenant Estoppel for such tenant shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer be deemed null and void. Subject to the Holding Trustlimitations set forth in Section 3.1 hereof with regard to contacting tenants, and is owned by the Holding TrustSeller agrees to provide contact information to Purchaser for all tenants so that Purchaser may follow-up on obtaining Tenant Estoppels.

Covenants of Seller. SECTION 4.1 Protection Seller hereby covenants as follows: ------------------- 1. From the date of Title execution of Purchaser. (a) At or prior to this Contract through the Closing Datedate of closing, Seller shall have filed or caused continue to be filed a UCC-1 financing statementmaintain the Property substantially in its present condition, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party subject to ordinary wear and describing the EFLLC Receivables tear and the EFLLC Other Conveyed provisions of Article XI hereof, and shall continue to manage the Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, it is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) currently being managed; Seller shall not change its nameremove any fixtures, identityequipment, state furnishings or other personal property from the Property unless replaced with items of incorporation equal or corporate structure greater quality and quantity, nor shall Seller in any material manner that wouldneglect the Property. Notwithstanding the foregoing, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or shall be entitled to terminate the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 lease of the applicable UCCmanagement/marketing office prior to closing and to remove the property located therein other than any movable wall partitions, unless they without obligation to replace the same; 2. At all times from the date hereof through the date of closing, Seller shall have given Purchaser, Issuer cause to be in force fire and extended coverage insurance upon the Indenture Trustee at least 60 days’ prior written notice Property for full replacement value thereof, and shall promptly file appropriate amendments public liability insurance with respect to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, damage or injury to persons or property occurring on the Issuer and the Indenture Trustee Property in at least 60 days such amounts as are maintained by Seller on the date hereof; 3. From the date of execution of this Contract through the date of closing, Seller will not, without Purchaser's prior written notice consent, enter into any new lease with respect to the Property. Further, Seller will not modify any existing Lease covering space in the Property without first obtaining the written consent of Purchaser. Purchaser shall have five (5) business days after Purchaser's receipt of a written proposal from Seller in which to approve or disapprove of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from new lease for which it services EFLLC Receivables has a right to consent. Failure to respond in writing within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any said time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable period shall be deleted from or modified on Seller’s computer systems when, deemed to be consent; and only when, 4. From the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to date of execution of this Contract through the terms date of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereeclosing, Seller shall give to such prospective purchasernot sell, lenderassign, or other transferee computer tapesconvey any right, recordstitle, or print-outs (including interest whatsoever in or to the Property, or create or permit to attach any restored from archives) thatlien, if they shall refer in any manner whatsoever to any EFLLC Receivable security interest, easement, encumbrance, charge, or condition affecting the Property (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold the Permitted Exceptions) without promptly discharging the same prior to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustclosing.

Covenants of Seller. SECTION 4.1 Protection Seller covenants and agrees from and after the execution and delivery of Title of Purchaser. (a) At or prior this Agreement to and including the Closing Date, date as follows: 2.1.1 Seller shall have filed or caused use its reasonable best efforts to cause the transactions contemplated by this Agreement to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, consummated in accordance with the office of terms hereof and, without limiting the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance generality of the foregoing, use reasonable best efforts to obtain all necessary approvals, consents, and other authorizations required in connection with this Agreement and the transactions contemplated hereby. 2.1.2 Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined shall comply with any and all requirements that may be set forth in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted VIA Wireless Agreement relating to the Purchaser pursuant transfer or assignment of control of the Licenses from VIA Wireless to Section 6.9 of this Seller. Seller shall use reasonable commercial efforts to consummate the VIA Wireless Agreement. Such financing statements may describe the collateral , and to avoid violating any material obligation set forth in the same manner as described herein or may contain an indication or description VIA Wireless Agreement the violation of collateral which would have a material adverse effect on Seller's ability to consummate the transaction contemplated hereunder; provided, however, that describes such property in Purchaser acknowledges that the VIA Wireless Agreement is subject to conditions precedent to closing on the part of all parties thereto and the good faith exercise by Seller of any other manner as such party may determine, in of its sole discretion, is necessary, advisable or prudent to ensure rights and remedies under the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee VIA Wireless Agreement shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerin breach of this Section 2.1.2. (b) 2.1.3 Seller shall not change its name, identity, state of incorporation authorize or corporate structure engage in any manner that wouldwritten or oral discussions or negotiations with, could or might make provide any financing statement or continuation statement filed by Seller (or by Purchaserinformation regarding, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 Licenses to, any potential acquirer of the applicable UCCLicenses or of control of the Licenses, unless they or any affiliate, agent, or designee of a potential acquirer of the Licenses or of control of the Licenses ("Potential Acquirer") other than Purchaser or an affiliate of Purchaser. Such restrictions shall have given Purchaserapply to, Issuer and but are not limited to, the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementssolicitation or active encouragement of any offers from a Potential Acquirer in connection with the acquisition of the Licenses. (c) 2.1.4 VIA Wireless or Seller shall give Purchaser, timely pay any and all amounts that come due under obligations to the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within FCC or the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior Treasury that relate to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of acquisition or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as maintenance of the Cutoff Date. Seller shall maintain its computer systems so that, from and after Licenses (the time of sale under this Agreement of "FCC Debt") before the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementClosing. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof; (b) Except as provided in this Section 5.6(b), a copy of any amendment, renewal or expansion of an existing Lease or of any new Lease which Seller in good faith wishes to execute between the Effective Date and the Closing DateDate will be submitted to Purchaser prior to execution by Seller. While this Agreement is in effect, Seller shall not enter into any new Lease or amend any existing Lease without the approval of Purchaser, such approval not to be unreasonably withheld, delayed or conditioned. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval thereof, including all Tenant Inducement Costs and Commissions to be incurred in connection therewith. Prior to the expiration of the Inspection Period, in the event Purchaser informs Seller within such five business day period that Purchaser does not approve the amendment, renewal or expansion of the existing Lease or the new Lease, which approval shall not be unreasonably withheld, Seller shall have filed or caused the right to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold terminate this Agreement by it written notice thereof to Purchaser as collateralwithin five (5) business days after Seller's receipt of written notice of Purchaser's disapproval thereof. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser then neither party shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect any further rights or obligations hereunder (except for any obligations of either party which expressly survive the interest termination of Purchaser under this Agreement), of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller Deposit shall deliver (or cause to be delivered) returned to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingeach party shall bear its own costs incurred hereunder. In the event that Seller Purchaser fails to perform notify Seller in writing of its obligations under this subsectionapproval or disapproval within the five (5) business day period set forth above, Purchaser shall be deemed to have approved such new Lease, amendment, renewal or expansion. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, Commissions or other expenses, including legal fees, incurred by Seller pursuant to an amendment, a renewal, an expansion or a new Lease approved (or deemed approved) by Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of Notwithstanding the foregoing, Purchaser shall have no right to approve any amendment to an Existing Lease entered into by Seller which evidences the Seller hereby authorizes the Purchaser, the Issuer exercise by a Tenant of a right or the Indenture Trustee option granted to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, such Tenant in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsLease. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice notify Purchaser promptly if Seller becomes aware of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America transaction or Canada and (ii) its principal executive office within the United States of America. (d) Prior occurrence prior to the Closing DateDate which would affect the truth or accuracy of any representation or warranty of Seller contained in Section 5.1 hereof in a manner that would have a Material Adverse Effect and which Seller does not, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or its reasonable opinion, believe can be cured prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser. (a) At or prior Seller does, hereby, covenant and agree that its owners, directors, officers and employees will, at all times, on and after the closing date, assist and cooperate with Purchaser in transferring to Purchaser all Policies. Further, Seller does, hereby, covenant and agree that its owners, directors, officers and employees will, to the Closing Dateextent possible and at all times, Seller shall have filed on and after the closing date, assist and cooperate with Purchaser in the transition or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office transfer of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerAgency Assets. (b) Seller, its parent company and affiliated companies (collectively for the purposes of this paragraph 8(b), “Seller”) agree that they will not engage directly or indirectly in the business of selling property and casualty policies in or within the states where there are Policies for a period of two (2) years from and after the closing date. Seller further agrees that for a period of five (5) years from and after the closing date, it will not directly or indirectly solicit or write property and casualty insurance policies for any customers that have Policies sold pursuant to this Agreement and will not directly or indirectly attempt to divert any customer that has a Policy sold pursuant to this Agreement from continuing to do business with Purchaser. In addition, Seller agrees not to make any disparaging statements about Purchaser, its assigns or the Agency Assets. Seller agrees not to provide any customer lists, customer records, customer files, customer renewal or expiration lists, or other confidential information regarding the Policies sold pursuant to this Agreement to any Person without Purchaser’s prior written consent. The parties acknowledge and agree that the period associated with any of the restrictive covenants contained in this paragraph 8(b) shall be suspended during any period of violation and/or any period of time required to enforce this covenant by settlement, mediation, arbitration, litigation, threat of arbitration or threat of litigation. Moreover, Seller agrees that violation of the covenants set forth in this paragraph 8(b) will cause Purchaser irreparable harm and Purchaser shall be entitled to the immediate issuance of a temporary restraining order for any violations hereof. The parties also acknowledge that the covenants set forth in this paragraph 8(b) are material to this agreement, that the covenants contained in this paragraph 8(b) are reasonable and necessary, and that Seller has received sufficient and adequate consideration for same. Notwithstanding any provision of this paragraph 8(b), Seller shall not change be prohibited from conducting its namelife insurance, identityhealth insurance and annuity agency business. Furthermore, state Purchaser acknowledges that customers who own Policies may contact and request quotes through Seller’s internet based quotation system, that Seller will not screen or block customers who have Policies from requesting quotes, and that Seller may sell to third parties leads generated through quotes requested by customers who own Policies. Notwithstanding any other provision of incorporation this Agreement, Seller’s internet lead generation/distribution system shall not be deemed indirect solicitation or corporate structure writing of customers and Seller shall not be prohibited from conducting its lead generation and distribution business in any manner that wouldstate so long as such business is conducted in the ordinary course and Seller does not distribute, could sell or might make provide in whole or in part the list of Policies to any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsPerson. (c) Seller shall give Purchaser, the Issuer does hereby covenant and the Indenture Trustee at least 60 days prior written notice agree to deliver to Purchaser all evidence of any relocation that would result in a change ownership and origin of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of AmericaAgency Assets. (d) Prior Seller does hereby covenant and agree to enforce, for the continued benefit of Purchaser, all non disclosure agreements pertaining to the Closing DatePolicies or related information between Seller and its owners, Seller has maintained accounts producers, directors, officers, independent contractors and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementemployees. (e) If at any xxxx Xxxxxx shall propose to sellFrom the date hereof and continuing through the closing date, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereedescribed as the “Interim Period”, Seller shall give not transfer, remove or sell or contract to transfer, remove or sell any Agency Assets. During the Interim Period, Seller shall promptly notify Purchaser of any change in agency operations which might have a material adverse effect on the Agency Assets. (f) The Seller covenants, warrants and represents that it will disclose to Purchaser prior to the closing date all Companies that direct deposit (or otherwise deliver) commissions into any of Seller’s accounts. Seller hereby covenants and agrees that if Companies, continue on or after the closing date to directly deposit or deliver checks to Seller for commissions due Purchaser pursuant to this Agreement, Seller will immediately notify Purchaser that said commissions were deposited into Seller’s account (or otherwise delivered to Seller) and will forward said commissions on to Purchaser within five (5) business days of such prospective purchaserdeposit or delivery. Seller agrees that if its fails to abide by the terms of this paragraph 8(f), lenderPurchaser has the authority to decrease amounts due Seller, if any, pursuant to paragraph 2(d) or any other transferee computer tapesprovision of this Agreement, recordsplus interest at the maximum rate allowable by law (not to exceed 18% per annum), or printand further has the right to pursue any and all other remedies available to it. (g) The Seller covenants, warrants and represents that there are no creditors and/or lienholders with a claim against the Agency Assets. Purchaser acknowledges the existence of a putative claim against Seller captioned Xxx Xxx Xxxxx v. Leader Insurance Company, et al Allegheny County, Pennsylvania No. GD 04-outs 8624. Seller hereby covenants and agrees that if any creditors and/or lienholders (including but without limitation Xxx Xxx Xxxxx) make a claim against Purchaser or any restored from archives) thatAgency Assets that are the subject matter of this Agreement, if they Seller and its parent company shall refer satisfy such claims in any manner whatsoever full, to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that the satisfaction of such EFLLC Receivable has been sold creditors and/or lienholders and to the satisfaction of Purchaser, sold by it being agreed that Seller and its parent company agree to indemnify, defend and hold Purchaser to Issuerharmless from and against any such creditors’ and/or lienholders’ claims, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustliens and/or other encumbrances.

Covenants of Seller. SECTION 4.1 Protection of Title of Seller hereby covenants with Purchaser., as follows: (a) At Prior to the expiration of the Due Diligence Period, Seller shall neither execute any new Lease, nor terminate, renew, amend or modify any existing Lease without giving Purchaser written notice of the action being taken. After the expiration of the Due Diligence Period and prior to the Closing DateClosing, Seller shall have filed neither execute any new Lease, nor terminate, renew, amend or caused to modify any existing Lease, without Purchaser's prior written consent, which consent shall be filed granted or withheld in Purchaser's good-faith, non-arbitrary business judgment. If Purchaser has not notified Seller within three (3) business days of receipt of a UCC-1 financing statementrequest for approval of its decision, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall be deemed to have requiredapproved the matter. From time Subject to time thereafterthe foregoing, Seller shall authorize and file such financing statements and cause diligently seek tenants for all space which is or will become vacant prior to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, end of the Issuer month following the Closing. Prior to the Closing, Seller shall not accept from any Tenant payment of rent or other charges more than one month in advance or apply any security deposit to rent due from any Tenant, unless Seller shall first have obtained Purchaser's prior written consent. At the Closing, the security deposit provided for under the Sale and Servicing Agreement and each of the Indenture Trustee under Leases shall be credited to Purchaser and no Tenant or any other party shall have any claim (other than for customary refund at the Indenture expiration of a Lease) to all or any part of any security deposit. Purchaser acknowledges that Seller is in the EFLLC Receivables and process of negotiating a letter of intent with The Avenue (the EFLLC Other Conveyed Property and in the proceeds thereof“Avenue Lease”) for 4,886 square feet at an initial base rent of $18.83 per square foot, triple net. Seller shall deliver (or cause pay for all tenant improvements and leasing commissions associated with the Avenue Lease. The terms of the Avenue Lease shall be subject to be delivered) to Purchaser’s approval. Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event understands that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or is negotiating a letter of intent with Ulta for 9,900 square feet (the Indenture Trustee may do so, at “Ulta Lease”). Purchaser shall be responsible for all tenant improvements and leasing commissions associated with the expense Ulta Lease. The terms of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Ulta Lease shall be subject to Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer’s approval. (b) Prior to the expiration of the Due Diligence Period, Seller shall not change enter into any Contract with respect to the Property without giving Purchaser written notice of its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or execution. After the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 expiration of the applicable UCCDue Diligence Period and prior to the Closing, Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless they Seller first shall have given obtained Purchaser, Issuer and the Indenture Trustee at least 60 days’ 's prior written notice thereofconsent. If Purchaser has not notified Seller within three (3) business days of receipt of a request for approval of its decision, and Purchaser shall promptly file appropriate amendments be deemed to all previously filed financing statements and continuation statementshave approved the matter. (c) Seller The Existing Insurance Policies, or equivalent coverage, shall give Purchaser, remain continuously in force through the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change day of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of AmericaClosing. (d) Prior At all times prior to the Closing DateClosing, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit shall (i) operate and manage the reader thereof to know at any time as of or prior to Property in the Closing Datesame manner it presently operates and manages the Property, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments maintain present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and not make any material alterations or recoveries changes to the Improvements, (iv) keep on hand sufficient materials, supplies, equipment and other personal property for the efficient operation and management of the Property in a first class manner, and (v) perform when due all of Seller's material obligations under the Leases, the instruments securing any mortgage lien on the Property, Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. After full execution of this Contract and until the Closing, Seller shall maintain all existing personnel on the Property in their current employment positions at their current rates of compensation. In the event of the Closing of the purchase of the Property, Purchaser shall not retain the existing employees and management agents of Seller for the Property, and, accordingly, on the Closing, Seller shall (i) cause all employment and management agreements respecting the Property to be terminated, and deliver evidence of such termination to Purchaser, and (iii) remove all employees and management personnel from the Property. Except for the obligation of Seller to use its reasonable efforts to fully enforce the material obligations of Tenants under the Leases, nothing contained in this Section 9(d) shall be deemed or with respect to) each EFLLC Receivable and the Principal Balance construed as imposing any obligations of such Tenants onto Seller. Seller shall take steps to terminate, as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement day of the EFLLC Receivables to PurchaserClosing, the conveyance those of the EFLLC Receivables Contracts designated in writing by Purchaser (no less than ten (10) days prior to the Issuer and the contribution Closing) which may by their terms be so terminated. None of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable Personal Property shall be deleted removed from the Real Property, unless replaced by Personal Property of equal or modified on Seller’s computer systems when, greater utility and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementvalue unless such Personal Property has no value. (e) If Seller shall pay in full, prior to the Closing, all bills and invoices for labor, goods, utility charges, material and services of any kind relating to the Property. (f) Seller agrees to pay all Leasing Commissions at or prior to Closing except for Leasing Commissions with respect to new Leases (excluding the Avenue Lease), lease renewals, or exercises of expansion options, entered into after the date of this Agreement which shall be Purchaser’s obligation if the Closing occurs, except that if the new tenant is in occupancy prior to Closing, the Leasing Commission shall be prorated over the term of the lease. Except as disclosed in Exhibit F, all alterations, installations, decorations, other tenant improvements work required to be performed and all tenant improvement allowances which lessor under the Leases is obligated to pay to Tenants (collectively, the “Tenant Improvements”) prior to the Closing under the Leases or other agreements affecting the Property, have been, or by the Closing will be, completed and are, or by the Closing will be, paid in full. At the Closing, Purchaser shall receive a credit against the Purchase Price for the aggregate amount of all alterations, installations, decorations and other tenant improvement work required to be performed by lessor after the Closing under the Leases or other agreements affecting the Property as of the Closing Date, and all tenant improvement allowances which lessor is obligated to pay to Tenants after the Closing under the Leases or other agreements affecting the Property as of the Closing Date. Purchaser shall be obligated to pay for all Tenant Improvements with respect to new Leases (excluding the Avenue Lease) and expansions or renewals of existing Leases except that if the new tenant is in occupancy prior to Closing the Tenant Improvement costs shall be prorated over the term of the Lease. (g) After the date hereof and prior to the Closing, other than as set forth in Section 9(a) above, no part of the Property, or any interest therein, shall be alienated, liened, encumbered or otherwise transferred. Seller shall make all payments of principal and interest required under any mortgages encumbering the Property due prior to the Closing. (h) Seller agrees that it will, at any xxxx Xxxxxx shall propose time and from time to selltime after the Closing, grant a security interest inupon the reasonable request of Purchaser and at Purchaser's cost and expense, do, execute, acknowledge and deliver, or otherwise transfer any interest in any motor vehicle receivables cause to any prospective purchaserbe done, lender or other transfereeexecuted, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances and assurances as may be reasonably required for better assigning, transferring and conveying the Property to Purchaser. (i) Upon Purchaser's request, for a period of six (6) months after the Closing, Seller shall give make all Seller's records with respect to such prospective purchaserthe Property available to Purchaser for inspection, lendercopying and audit by Purchaser's designated accountants. (j) Seller shall promptly notify Purchaser of any change in any condition with respect to the Real Property or of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement materially untrue or misleading, or other transferee computer tapes, recordsany covenant of Seller under this Agreement incapable or less likely of being performed. (k) Seller shall not apply a tenant’s security deposit unless the tenant is out of its premises as of Closing. (l) Seller shall deliver to Purchaser: (i) an updated Rent Roll on a monthly basis; (ii) updated operating statements on a monthly basis; and (iii) copies of all notices of default sent to, or print-outs received from tenants or contractors under the Contracts. (including m) Seller shall promptly deliver to Purchaser a copy of any restored from archivestax xxxx, notice of assessment, or notice of change in a tax rate affecting the Property; (n) thatSeller shall not apply for, if they shall refer in any manner whatsoever or consent to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer change of or modification with respect to the Holding Trustzoning of, and is owned by the Holding TrustProperty without the Purchaser’s prior written consent.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser. (a) At During the period from the date hereof until the Closing Date, Seller shall: (i) be permitted to enter into any agreements with respect to all or any portion of the Property provided that (i) such agreements expire by their terms on or prior to the Closing Date or, in the case of contracts, shall be terminated by Seller as of the Closing Date and (ii) Seller is otherwise permitted to enter into same pursuant to the terms of the Triple Net Lease. (ii) maintain in full force and effect the insurance policies currently in effect with respect to the Property (or replacements continuing similar coverage) and not take or permit any action or failure to act that would impair any such coverage; (iii) operate, manage and maintain the Property in a manner consistent in all material respects with past practice in the ordinary course; (iv) give prompt written notice to Purchaser of any fire or other casualty affecting any portion of the Property after the date of this Agreement; and (v) in the event Seller becomes aware that any representation, warranty or covenant of Seller set forth in this Agreement will not be true and correct in any material respect on the Closing Date, then Seller shall have filed give prompt written notice thereof to Purchaser, which notice shall include all appropriate information related thereto that is in Seller’s possession or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingcontrol. In the event Seller can undertake any action that will cause such representation, warranty or covenant to be true and correct, without spending in excess of Fifty Thousand ($50,000.00) Dollars, then, in such event, Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense shall undertake such action and will be provided with such reasonable adjournments of the SellerClosing Date as may be necessary in order to complete such action. In furtherance the event the basis for any such representation, warranty or covenant being untrue or incorrect is beyond the control of Seller, then, Purchaser may either (a) cancel this Agreement and receive the foregoingreturn of its Remaining Deposit or (b) proceed with the Closing, the Seller hereby authorizes the Purchaserwithout any credit, the Issuer abatement or the Indenture Trustee to file a record or records (as defined adjustment in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerPurchase Price. (b) Seller shall not, except as permitted herein, without Purchaser’s prior approval: (i) encumber or transfer any development rights appurtenant to the Property except as otherwise agreed to between the parties; (ii) enter into any new lease for space at the Premises; (iii) amend or modify (other than non-material amendments or modifications, or amendments and/or modifications which do not change its name, identity, state of incorporation survive the Closing) or corporate structure in renew any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and Contracts that will survive the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsClosing; or (iv) enter into any new Contracts which survive the Closing. (c) Seller shall give Purchaser, the Issuer further covenants that it will at any time and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior time to time after the Closing Date, Seller has maintained accounts upon reasonable request of Purchaser, do, execute, acknowledge and records deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances and assurances as to each EFLLC Receivable accurately may reasonably be required for the assigning, transferring, granting, assuring and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables confirming to Purchaser, the conveyance or to its successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been assets or property being sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing this Agreement. (e) If at ; provided that Seller shall not incur any xxxx Xxxxxx shall propose to sell, grant a security interest inexpense, or otherwise transfer any interest in any motor vehicle receivables obligation or liability with respect to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustsame.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof. Purchaser shall accept the Property at the time of Closing in the same condition as the same are as of the date of this Agreement, as such condition shall have changed by reason of normal wear and tear. Notwithstanding that Seller has no obligation to make any repairs or replacements required by reason of wear and tear, Seller may, at its option, make any such repairs and replacements prior to the Closing Dateif Seller believes such repairs and replacements are necessary to comply with its obligations under one or more of the Leases, or legally required to protect the Property. The reasonable cost of such repairs and replacements in excess of $7,500 in the aggregate shall be added to the Purchase Price and shall be payable by Purchaser to Seller at Closing. Before making such repairs or replacements for which Seller will seek reimbursement by Purchaser, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) will give written notice thereof to Purchaser and provide Purchaser a cost estimate of the Indenture Trustee file-stamped copies ofwork prepared by a reputable contractor, or filing receipts for, any document filed as provided above, as soon as available following such filing. In and Seller will consult with Purchaser on the event that Seller fails most economical method to perform its obligations under this subsectionthem. If Purchaser procures a reputable contractor to perform such work at a lower price, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes will utilize such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuercontractor. (b) Seller shall not change its nameuse reasonable efforts (but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing, identitya written estoppel certificate in the form of Exhibit E attached hereto and made a part hereof signed by each tenant occupying space in the Improvements. The signed certificates are referred to herein as the "Tenant Estoppels". Notwithstanding the foregoing, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed Purchaser may terminate this Agreement and have the Earnxxx Xxxey returned if Seller fails to deliver to Purchaser by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain Closing Tenant Estoppels from (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.The Seller hereby covenants with Buyer as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, the Seller shall use commercially reasonable best efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof; (b) Except as provided below, a copy of any amendment, renewal or expansion of any existing Lease or any new lease (collectively, the “New Leases” and individually “New Lease”) which Seller wishes to execute between the Effective Date and the Closing Date will be submitted to Buyer. Buyer shall have the right to approve (in its sole and absolute discretion) any such New Lease which Seller desires to enter into between the Approval Date and the Closing Date. With respect to any such New Lease which Buyer has the right to approve, Buyer shall notify the Seller shall have filed or caused in writing within five (5) business days (“New Lease Approval Period”) after its receipt thereof (and any additional information reasonably requested by Buyer from Seller relating to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office any of the Secretary New Leases) of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds either its approval or disapproval thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event Buyer notifies Seller in writing within the New Lease Approval Period that Buyer does not approve any such New Lease, then Seller shall not enter into such New Lease. In the event Buyer fails to perform notify Seller in writing of its obligations under this subsectionapproval or disapproval within the New Lease Approval Period, PurchaserBuyer shall be deemed to have approved any such New Lease. At Closing, Issuer or unless otherwise provided herein, all Tenant Payment Obligations related to the Indenture Trustee may do soNew Leases (collectively, at the expense of “New Lease Costs”) shall be (A) reimbursed to the Seller by Buyer to the extent such New Lease Costs are incurred and paid by Seller, and (B) assumed by Buyer in writing to the extent the Seller’s obligations for such New Lease Costs have not been satisfied. In furtherance At Closing, all unpaid Tenant Payment Obligations incurred in connection with the Leases (other than the New Lease Costs) which have accrued prior to Closing shall be handled in accordance with the terms of Section 4.4(e) hereof. Notwithstanding the foregoing, the nothing contained in this paragraph or elsewhere in this Agreement shall prohibit Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in from doing any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records following: (including, without limitation, financing statementsi) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance entering into month-to-month leases with paragraph (a) above seriously misleading within the meaning of §9-506 existing tenants of the applicable UCCProperty, unless they shall have given Purchaser, Issuer and or (ii) complying with any of the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsobligations of the landlord under the Leases. (c) Except as provided below, a copy of any amendment or renewal of any Contract or any new Contract (collectively, the “New Contracts” and individually “New Contract”) which Seller wishes to execute between the Effective Date and the Closing Date will be submitted to Buyer. Buyer shall have the right to approve any such New Contract which such Seller desires to enter into between the Approval Date and the Closing Date. With respect to any such New Contract which Buyer has the right to approve, Buyer shall notify the Seller in writing within five (5) business days (“New Contract Approval Period”) after its receipt thereof (and any additional information reasonably requested by Buyer from Seller relating to any of the New Contracts) of either its approval or disapproval thereof. In the event Buyer notifies Seller in writing within the New Contract Approval Period that Buyer does not approve any such New Contract, then Seller shall give Purchasernot enter into such New Contract. In the event Buyer fails to notify Seller in writing of its approval or disapproval within the New Contract Approval Period, Buyer shall be deemed not to have approved any such New Contract. Notwithstanding the Issuer and foregoing, nothing contained in this Section 5.2(c) or elsewhere this Agreement shall prohibit Seller from entering into any Contract which either expires on or before the Indenture Trustee at least 60 Closing Date or is terminable upon no more than thirty (30) days prior written notice of any relocation that would result in a change of from Seller to the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americaother party to such Contract. (d) Prior to From the Effective Date hereof until the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as Date or earlier termination of or prior to the Closing Datethis Agreement, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and Seller shall not modify or change the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as zoning classifications of the Cutoff Date. Seller Real Property without Buyer’s consent, which consent shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall not be deleted from unreasonably withheld or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementdelayed. (e) If at any xxxx Xxxxxx shall propose to sellFrom the Effective Date hereof until the Closing Date or earlier termination of this Agreement, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, the Seller shall give use commercially reasonable best efforts to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored obtain a tenant estoppel certificate from archives) that, if they shall refer each of the tenants under the Leases in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is substantially the same form attached hereto and made a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.part hereof as Exhibit J.

Covenants of Seller. SECTION 4.1 Protection of Title of Seller covenants with Purchaser., as follows: (a) At After the date hereof and prior to the expiration of the Due Diligence Period, Seller shall not enter into any new leases, or amend, modify or extend any existing Leases, in any case without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed). After the expiration of the Due Diligence Period and prior to the Closing Date, Seller shall not enter into any new leases, or amend, modify or extend any existing Leases, in any case without the prior written consent of Purchaser (which may be withheld in Purchaser’s sole and absolute discretion). Prior to the expiration of the Due Diligence Period, if Purchaser fails to respond within three (3) business days after Seller’s request for consent to a new Lease or amendment, modification or extension of any existing Lease, Purchaser shall be deemed to have filed consented to the same. After the expiration of the Due Diligence Period, if Purchaser fails to respond within three (3) business days after Seller’s request for consent to a new lease or caused amendment, modification or extension of any existing Lease, Purchaser shall be deemed to be filed a UCC-1 financing statementhave disapproved the same. If Purchaser consents (or is deemed to consent) to any such new lease, naming Seller as seller or debtorto the amendment, naming Purchaser as purchaser modification or secured party and describing the EFLLC Receivables extension of any existing Lease and the EFLLC Other Conveyed Property being sold transaction contemplated by it to Purchaser as collateralthis Agreement is consummated, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time be solely responsible for the payment of all leasing commissions in connection therewith and any tenant improvement costs or allowance, move-in allowance and any other payment to time thereafterthe tenant thereunder (whether coming due prior to the Closing [if the transaction contemplated by this Agreement closes, in which case any such amount shall be payable to Seller at the Closing to the extent paid by Seller], or coming due after the Closing) to the extent the amount of such costs, payments and commissions were contained in the information relating to such new lease or modification of any existing Lease delivered to and approved by Purchaser. (b) Until the Closing, Seller shall authorize keep the Property insured against fire, vandalism and file such financing statements other loss, damage and cause destruction to be authorized and filed such continuation statements, all in such manner the extent and in such places as may be required by law fully to preserve, maintain and protect the interest amounts maintained on the date of Purchaser under this Agreement, provided, however, that Seller’s insurance policies shall not be assigned to Purchaser at the Closing, and Purchaser shall be obligated to obtain its own insurance coverage from and after the Closing. (c) Until the Closing, Seller shall operate and maintain the Property in the manner being operated and maintained on the date of this Agreement. (d) Seller shall give a written notice of termination for any of the Issuer under service contracts required to be terminated by Purchaser by written notice given to Seller no later than the Sale and Servicing Agreement and expiration of the Indenture Trustee under the Indenture Due Diligence Period which are terminable without cost or penalty to Seller, it being understood that Purchaser shall be responsible to assume all such service contracts described on Exhibit J which are not terminable by Seller without cost or penalty. If Purchaser does not provide notice to Seller on a date that is more than thirty (30) days prior to Closing of Purchaser’s election to have Seller terminate a service contract at Closing, Purchaser shall give Seller a credit at Closing in the EFLLC Receivables and amount of the EFLLC Other Conveyed Property and in per diem cost under such service contract for each day after Closing that Seller incurs such cost as the proceeds thereofresult of Purchaser’s failure to give Seller such notice more than thirty (30) days prior to Closing. Seller further agrees that, after the date of this Agreement, Seller shall deliver (not enter into any new service contracts or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies ofextend, renew or filing receipts for, materially modify any document filed existing service contracts except those that are terminable by Seller at will without penalty or cost effective as provided above, as soon as available following such filingof Closing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted Notwithstanding anything to the contrary contained herein, Purchaser shall be required to assume: (i) [intentionally omitted]; (ii) the contract with Comcast listed on Exhibit J attached hereto; (iii) the contract with Verizon list on Exhibit J attached hereto; (iv) all capital contracts and contracts pertaining to works of improvement described on Exhibit O hereto and all tenant work contracts entered into after the date of this Agreement by Seller pursuant to leases or lease amendments approved by Purchaser pursuant to Section 6.9 10(a) or set forth on Exhibit S; provided, however, Purchaser shall only be required to assume each such contract (but only to the extent such tenant work contracts entered into after the date of this Agreement by Seller have been approved by Purchaser pursuant to this Agreement, such approval not to be unreasonably withheld, delayed or conditioned) (“Future Tenant Improvement Contracts”) if the work required to be completed under such contract has not been completed as of Closing. For each such contract described on Exhibit O and each Future Tenant Improvement Contract which Purchaser is required to assume, Seller shall, prior to or at Closing, provide Purchaser with a certificate in the form of Exhibit P attached hereto from the contractor under each such contract, and Seller shall credit Purchaser at Closing for any unfunded amounts under all such contracts as more specifically provided for in Section 13(a)(vii) and in the amounts correctly reflected in the contractor’s certificates required to be delivered to Purchaser. Seller shall terminate any management and leasing agreements for the Property at Closing. (e) During the pendency of this Agreement. Such financing statements may describe the collateral in the same manner as described herein , Seller shall not alienate, lien, encumber or may contain an indication otherwise transfer all or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted Property (other than to Purchaser at the Closing). (f) During the pendency of this Agreement, Seller shall not market, solicit, negotiate, or enter into any agreement with any party other than Purchaser for the sale or transfer of any interest in the Property. (g) Promptly following Closing, Seller shall (i) shut down any websites pertaining to the Real Property, and (ii) cooperate with Purchaser, at Purchaser’s sole cost and expense, to perfect the assignment to Purchaser herein. The Indenture Trustee shall not be obligated and obtain any required consent of a third party to file the assignment of any such records warranties included as a part of the Intangible Property (including, without limitation, financing statementsthose warranties, if any, with EMSEAL Joint Systems LTD.[garage sealant – materials], Consolidated Waterproofing contractors, Inc. [garage sealant – labor and garage joint expansion replacement], NEOGARD [garage sealant] and TREMCO [roof warranty]). The provisions of this Section 10(g) except upon written instruction from the Seller or the Issuershall survive Closing. (bh) After the expiration of the Due Diligence Period, Seller shall not change its nameshall, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by upon request from Purchaser, Issuer or the Indenture Trustee on behalf of Sellerdeliver subordination, non-disturbance and attornment agreements (each, a “SNDA”) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables prepared by Purchaser to the Issuer Major Tenants and request that they execute the contribution same in connection with the potential sale of the EFLLC Receivables by the Issuer Property; provided, however, that in no event shall Seller be required to the Holding Trustdeliver an SNDA to any Major Tenant unless such Major Tenant has returned (and Purchaser has approved or been deemed to approve) its applicable Approved Estoppel. In no event shall Purchaser’s receipt of any SNDA(s) be a condition precedent to any of Purchaser’s obligations under this Agreement, Seller’s master computer records (including archives) that nor shall refer failure to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication obtain any SNDA be a breach or default of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Seller under this Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants as follows: (a) At or prior to Between the Effective Date and the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statementmaintain, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be deliveredmaintained, the Property in its present condition, ordinary wear and tear excepted; (b) to Purchaser Between the Effective Date and the Indenture Trustee file-stamped copies ofClosing Date, Seller shall maintain, or filing receipts forcause to be maintained, any document filed as provided aboveall casualty, as soon as available following such filing. In liability and hazard insurance currently in force with respect to the event that Property; and (c) Between the Effective Date and the Closing Date, Seller fails shall lease, operate, manage and enter into contracts with respect to perform its obligations under this subsectionthe Property, Purchaserin the same manner done by Seller prior to the date hereof, Issuer or maintaining present services and sufficient supplies and equipment for the Indenture Trustee may do so, at the expense operation and maintenance of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral Property in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted prior to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (includingdate hereof; provided, without limitationhowever, financing statements) except upon written instruction from the Seller or the Issuer. (b) that Seller shall not change its name, identity, state of incorporation or corporate structure in enter into any manner service contract that would, could or might make any financing statement or continuation statement filed by Seller cannot be terminated within thirty (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller30) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of Americanotice. (d) Prior A copy of each Lease, all amendments, modifications, expansions or renewals of any Lease and any proposal for a new Lease presented to Seller between the Effective Date and the Closing DateDate for its approval and execution will be submitted to Purchaser within two (2) business days after receipt by Seller, Seller has maintained accounts and records as to each EFLLC Receivable accurately and but in sufficient detail to permit (i) the reader thereof to know at any time as of or all events prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt of each such Lease, amendment, modification, expansion, renewal or proposal of either its approval or disapproval thereof, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the Closing Dateevent Purchaser fails to notify Seller in writing of its approval or disapproval of any such Lease, amendment, modification, expansion, renewal or proposal within the status five (5) business day time period for such purpose set forth above, such failure shall be deemed the approval by Purchaser of such EFLLC ReceivableLease, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments amendment, modification, expansion, renewal or recoveries on proposal. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs or leasing commissions incurred by Seller pursuant to a new Lease, amendment, modification, expansion, renewal or proposal approved (or with respect todeemed approved) each EFLLC Receivable and the Principal Balance as of the Cutoff Dateby Purchaser. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. PURCHASE AGREEMENT (e) If at any xxxx Xxxxxx shall propose to sellFrom the Effective Date until Closing, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereeunless requested by Purchaser, Seller shall give not transfer or remove any material Personal Property from the Improvements except for the purpose of repair or replacement thereof. Any items of Personal Property replaced after the Effective Date will be promptly installed prior to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer Closing and will be of similar quality to the Holding Trust, and is owned by the Holding Trustitem of Personal Property being replaced.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.7.1 Seller covenants and agrees that between the date hereof and the Closing Date it shall perform or observe the following: (a) At Seller will operate and maintain the Property in the ordinary course of business and use reasonable efforts to reasonably preserve for Purchaser the relationships of Seller with the Tenants, suppliers, managers, employees and others having on-going relationships with the Property. Seller will complete any capital expenditure program currently in process or anticipated to be completed. Seller will not defer taking any actions or spending any of its funds, or otherwise manage the Property differently, due to the pending sale of the Property. (b) Seller, as landlord, will not enter into any new leases with respect to the Property, or renew or modify any Lease, without Purchaser's prior written consent, which consent shall not be unreasonably withheld or delayed. (c) If prior to the Closing Date Seller shall have received from (i) any insurance company which issued a policy with respect to the Property, (ii) any board of fire underwriters or other body exercising similar functions, or (iii) the holder of any mortgage, any notice requiring or recommending any repair work to be done on the Property, Seller will do the same expeditiously and diligently at its own cost and expense prior to the Closing Date, . (d) Seller shall have filed not: (i) Enter into any agreement requiring Seller to do work for any Tenant after the Closing Date without first obtaining the prior written consent of Purchaser; (ii) Accept the surrender of any Service Contract or caused Lease, or grant any concession, rebate, allowance or free rent; (iii) Apply against rent due any Security Deposits with respect to be filed a UCC-1 financing statementany Tenant in occupancy on the Closing Date; (iv) Renew, naming Seller as seller extend or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office modify any of the Secretary Service Contracts without the prior written consent of State of Purchaser, except as provided in subparagraph 7.1(h); (v) Remove any Personal Property located in or on the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafterProperty, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places except as may be required by law fully for repair and replacement. All replacements shall be free and clear of liens and encumbrances and shall be of quality at least equal to preservethe replaced items and shall be deemed included in this sale, maintain and protect without cost or expense to Purchaser; or (vi) Cause or permit the Property, or any interest therein, to be alienated, mortgaged, licensed, encumbered or otherwise be transferred. (e) Upon request of Purchaser under this Agreementat any time after the date hereof, Seller shall assist Purchaser in its preparation of audited financial statements, statements of income and expense, and such other documentation as Purchaser may reasonably request, covering the period of Seller's ownership of the Issuer Property. (f) Seller will make all required payments under any mortgage affecting the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereofwithin any applicable grace period, but without reimbursement by Purchaser therefor. Seller shall deliver also comply with all other terms covenants, and conditions of any mortgage on the Property. (or cause g) Up to and including the Closing Date, Seller agrees to maintain and keep such hazard, liability and casualty insurance policies in full force and effect in such amounts and covering such risks sufficiently to protect the Property and to protect, to a reasonable and prudent extent, the owner of the Property, in such amounts as are required so as not to be delivereddeemed a co- insurer, and for actual replacement cost, against any loss, damage, claim or liability. (h) Seller shall cancel, at its sole cost and expense, the contract with Xxxxxxxxx Elevator Corporation dated September 4, 1991, (the "Schindler Contract") and such other Service Contracts which Purchaser elects not to assume. Seller agrees to indemnify, defend and hold Purchaser harmless from and against any claim made by Xxxxxxxxx Elevator Corporation under or in connection with the Schindler Contract. (i) Seller shall permit Purchaser and its authorized representatives to inspect the Books and Records of its operations at all reasonable times. All Books and Records not conveyed to Purchaser hereunder shall be maintained for Purchaser's inspection at Seller's address as set forth above. (j) All violations of statutes, ordinances, rules, regulations, orders, codes, directives or requirements affecting the Property, whether or not such violations are now noted in the records of or have been issued by any Governmental Authorities shall be complied with by Seller prior to the Closing and the Indenture Trustee file-stamped copies of, or filing receipts for, Property shall be conveyed free of any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC)violations, including, without limitation, financing statementsviolations of Environmental Laws. (k) Seller shall: (i) Promptly notify Purchaser of, and promptly deliver to Purchaser, a true and complete copy of any Notice Seller may receive, on or before the Closing Date, from any Governmental Authority, concerning a violation of Environmental Laws or Discharge of Contaminants; (ii) At its own cost and expense, be responsible for the remediation of all Contaminants to the extent existing on, under, at, emanating from or affecting the Property, as of the date of Closing, in all jurisdictions violation of Environmental Laws, and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable for which Seller shall be liable to perfect the security interest granted remediate under Environmental Laws except to the extent resulting from or caused by the activities of or exacerbated by Purchaser pursuant to Section 6.9 of this Agreementafter Closing. Such financing statements may describe the collateral in the same manner as described herein In no event shall Seller's remediation involve any engineering or may contain an indication or description of collateral that describes such property in any other manner as such party may determineinstitutional controls, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction capping, a deed notice, a declaration of environmental restrictions or other institutional control notice or a groundwater classification exception area or well restriction area which would impair Purchaser's ability to finance the Property or to use the Property for its current use or which would have a material adverse affect on the property value of the Property or the groundwater at, under, about, or emanating from the Property. Any such remediation and associated activities shall be undertaken pursuant to a right of access agreement reasonably acceptable to Purchaser, which agreement shall, among other things, include the requirements imposed upon Purchaser under Section 3.1 above. This paragraph shall survive the Closing for a period of two (2) years; and (iii) Contemporaneously with the execution and delivery of this Agreement, and subsequently, promptly upon receipt by Seller or the Issuerits representatives, deliver to Purchaser a certified true and complete copy of all Environmental Documents. (b) 7.2 Seller represents that set forth on Schedule 7.2 are the only proceedings now pending for a reduction in the assessed valuation of the Property. Seller is hereby authorized to continue the proceedings set forth on Schedule 7.2, and except as provided in the next sentence, to litigate or settle the same in Seller's discretion. Notwithstanding the foregoing, Seller shall not change its namelitigate or settle any such matters without Purchaser's prior written consent, identitynot to be unreasonably withheld, state if such litigation or settlement shall affect the current tax year or any future tax year. Purchaser is hereby authorized by Seller, in Purchaser's sole discretion, to file any applicable proceeding for any tax years following the last tax year set forth on Schedule 7.2. The net refund of incorporation taxes, if any, for any tax year for which Seller or corporate structure Purchaser shall be entitled to share in any manner that would, could or might make any financing statement or continuation statement filed by the refund shall be divided between Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) and Purchaser in accordance with paragraph (a) above seriously misleading within the meaning apportionment of §9taxes pursuant to the provisions hereof. All expenses in connection therewith, including counsel fees, shall be paid for by the party entitled to the benefits thereof, with a pro-506 rata sharing between Seller and Purchaser for any tax year in which both --- ---- parties are entitled to a portion of the applicable UCC, unless they refund. The provisions of this Section shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to survive the Closing Date. 7.3 To the extent that any of the Promotional Materials are not in the possession of Seller, Seller has maintained accounts and records as shall cause the holders or owners of same to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of deliver such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables Materials to Purchaser, without cost or expense, which obligation shall survive the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementClosing. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerdate hereof. (b) Seller shall use reasonable efforts but without obligation to incur any cost or expense) to obtain and deliver to Purchaser prior to Closing, a written estoppel certificate in the form of EXHIBIT 5.4(b)(1) attached hereto and made a part hereof signed by each tenant occupying space in the Improvements. The signed certificates are referred to herein as the "Tenant Estoppels". In the event that any such Tenant Estoppels are not change its nameso obtained and delivered, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller shall have the right to execute and deliver to Purchaser at the Closing a certificate (or by Purchaser, Issuer or the Indenture Trustee on behalf of Sellerhereinafter referred to as a "Seller Estoppel") in accordance favor of Purchaser in the form of EXHIBIT 5.4(b)(2) attached hereto and made a part hereof with paragraph (a) above seriously misleading within respect to tenants under Leases for which a Tenant Estoppel has not been obtained; provided, however, Seller shall be obligated to deliver Seller Estoppels to the meaning of §9-506 of the applicable UCC, unless they extent required so that Purchaser shall have given Purchaser, Issuer received Tenant Estoppels and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments Seller Estoppels with respect to all previously filed financing statements and continuation statementsan aggregate of 500,000 rentable square feet. (c) A copy of any renewal or expansion of an existing Lease or of any new Lease which Seller shall give Purchaser, wishes to execute between the Issuer Effective Date and the Indenture Trustee at least 60 days date of Closing will be submitted to Purchaser prior to execution by Seller. Seller will not execute any such renewal or expansion of any existing Lease or any such new Lease without the prior written notice consent of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of AmericaPurchaser. (d) Prior In the event of loss or damage to the Closing DateProperty or any portion thereof occurring between the Effective Date and the date of Closing, Seller has maintained accounts and records as agrees to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and business interruption insurance covering the Property after Closing until the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall repairs have been paid in full pursuant to the terms of the Sale and Servicing Agreementcompleted. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection Seller convents to Buyer as follows: 6.1 Upon delivery to Buyer of Title the NAC Shares at the Closing, such shares shall be free and clear of Purchaserall liens, security interests, encumbrances, pledges, loans, or claims by or on the part of any person, firm or corporation whatsoever. (a) At or prior 6.2 From and after the date of this Agreement up to and including the Closing Date, Seller shall have filed or caused cause NAC and its subsidiaries to continue to timely and accurately file all local, state and federal tax returns and reports of every kind, which are required to be so filed a UCC-1 financing statement(or obtain valid extensions to file same) and timely and fully pay all taxes (including premium taxes), naming interest, penalties, assessments or deficiencies except for amounts which may be contested in good faith by appropriate proceedings. 6.3 Seller as seller shall furnish to Buyer upon Buyer's reasonable request, at any time prior to or debtorafter the Closing, naming Purchaser as purchaser copies of any Material Contracts and any further information that Buyer may reasonably request in connection therewith. 6.4 From and after the date of this Agreement up to and including the Closing Date, neither NAC nor any Subsidiary will: (a) issue or secured party grant any capital stock, corporate bonds, debentures, trust or premium certificates or other income, surplus, debt (other than in the ordinary and describing normal course of business or pursuant to this Agreement) or capital obligations or securities, (b) pay or accrue any bonuses; or (c) modify the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office rights of the Secretary any of State of the State of Delaware and in such other locations as Purchaser its equity or debt holders. 6.5 Buyer shall have requiredthe right, at any time prior to Closing Date, to examine the books and records of NAC during reasonable business hours. From time No such examination, however, shall constitute a waiver or relinquishment by Buyer of its right to time thereafterrely upon Seller's covenants, representations, and warranties as made herein or pursuant hereto. Buyer shall bring to Seller's attention any material violation of this Agreement by Seller that Buyer discovers during the course of such examination. Buyer will hold in confidence all information so obtained, and any document or instrument heretofore or hereafter obtained by Buyer in connection herewith shall authorize be held in express trust for and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest on behalf of Purchaser under this Agreement, Seller. The obligations of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture Buyer set forth in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies ofConfidentiality Letter dated September 28, or filing receipts for, any document filed as provided above1995, as soon as available following such filing. In amended by letter agreement dated November 14, 1995, executed by Buyer (the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or "Confidentiality Letter") shall survive the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions execution and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 Closing of this Agreement. Such financing statements may describe . 6.6 At or before the collateral time of Closing, Seller will furnish Buyer a list of all bank accounts, investment custodial accounts and safety deposit boxes in the name of NAC and its subsidiaries and the names of all persons authorized to draw therefrom or having access thereto. 6.7 NAC and its subsidiaries shall, between the date hereof and the time of Closing: (a) continue to conduct their business in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to past and in the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer.normal and ordinary course of business; (b) Seller shall not change use their reasonable best efforts to preserve intact their present business organization and to keep available the services of its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.respective present officers; (c) Seller except in the ordinary course of business and not without the prior consent of Buyer (which consent shall give Purchasernot be unreasonably withheld), not grant any salary increase to any officer or other employee or enter into, or amend or alter materially any bonus, savings, retirement, pension, profit-sharing, stock option, group insurance, death benefit or other fringe benefit plan, trust agreement or arrangement or any employment agency (except routine agents contracts entered into the Issuer and the Indenture Trustee at least 60 days prior written notice ordinary course of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America business), brokerage or Canada and (ii) its principal executive office within the United States of America.consulting agreement; (d) Prior to the Closing Datenot create, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of incur, assume, guarantee or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or otherwise become liable with respect to) each EFLLC Receivable and to any material indebtedness, except in the Principal Balance as ordinary course of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement.business; (e) If at any xxxx Xxxxxx shall propose to sellmaintain their books, grant a security interest inaccounts and records in the usual, regular and ordinary manner; (f) not amend their respective certificates of incorporation or bylaws, or otherwise transfer take any interest in any motor vehicle receivables action with respect to any prospective purchasersuch prohibited amendment; (g) maintain their corporate existence and power; (h) not dispose of or encumber any of their properties or assets except in the ordinary course of business; (i) not merge or consolidate with any other corporation or, lender except for portfolio investments, acquire or agree to acquire any stock or assets of any other person, firm, association, corporation or other transfereebusiness organization; (j) not authorize or issue any shares of capital stock or enter into any contract relating to or grant any option, Seller shall give to warrant or right calling for the authorization or issuance of any such prospective purchaser, lendershares or create or issue any securities convertible into any such shares or convertible into securities in turn so convertible, or other transferee computer tapesissue any options, recordswarrants or rights to purchase any such convertible securities; (k) not enter into, assume or print-outs amend any contract, agreement, obligation, lease, license or commitment, except in the ordinary course of business; and (including l) in good faith, cooperate with Buyer in seeking any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold required governmental approvals of the transactions contemplated by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trustthis Agreement.

Covenants of Seller. SECTION Section 4.1 Protection of Title of PurchaserSeller shall comply with the following. (a) At Seller shall, from time to time, do and perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or prior to the Closing Datesupplementation of any instrument of transfer, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with making of notations on the office records of the Secretary Seller and on certificates and other documents of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places title) as may be required reasonably requested by law fully Purchaser in order to preserve, maintain effect the purposes of this Agreement and the Assignment and the sale contemplated hereunder and thereunder and to perfect and protect the interest of Purchaser under this Agreement, in the Transactions that are the subject of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables Assignment and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in thereof against all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted persons whomsoever to the Purchaser pursuant reasonable extent necessary to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer.protect Purchaser's interest; (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee give Purchaser at least 60 thirty (30) days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days ' prior written notice of any relocation that would result in a of its state of formation or its chief executive office or change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. name, and Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States its place of America or Canada formation and (ii) its principal chief executive office within the United States States; (c) To the extent not payable by an Obligor under any of America.the Transaction Documents, Seller agrees that it shall, if required by applicable law, pay and discharge or cause to be paid and discharged, all Taxes and fees (excluding any Taxes on Purchaser's net income) which arise or accrue for any period prior to the applicable Closing Date in connection with the sale, lease, use or ownership of the Vehicles covered by an assigned Transaction, including filing any required personal property Tax rendition, and Seller further indemnifies and holds Purchaser harmless from and against all claims, losses and damages arising as a result of a breach by Seller of the foregoing agreement; (d) Prior to Seller shall only permit the return or repossession of any Vehicle or the modification of any Transaction Document after the applicable Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Dateextent authorized by Purchaser or the Service Agreement (as defined below), and agrees to assist Purchaser, upon Purchaser's request, in the status enforcement of such EFLLC Receivableany of Purchaser's rights and remedies under any Transaction Document; and (e) Seller shall reasonably cooperate with Purchaser in causing all insurance procured by Seller and maintained on the Equipment which is the subject of any Transaction to be amended to name "Seller or its assigns" as loss payee and additional insured as their interest may appear or Seller shall charge a property damage surcharge to any Obligor that fails to provide proof of insurance. (f) Seller shall remit to Purchaser all Payments or other amounts owed to Purchaser pursuant to the Transactions on a monthly basis in accord with the Service Agreement between the Parties and notwithstanding the amounts actually paid by the Obligors. Adjustments, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as if necessary, of the Cutoff Date. Seller amount owed to Purchaser shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser be made on a quarterly basis pursuant to the Issuer Service Agreement. (g) Seller, in its capacity as Servicer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale Service Agreement, shall continue to hold and Servicing Agreementadminister the maintenance fund which each Obligor pays into on a monthly basis, and arrange for the repair and maintenance of the vehicles which are the subject of each Transaction. (eh) If at Sxxxxx, in its capacity as Servicer and pursuant to the terms of the Service Agreement, shall repossess any xxxx Xxxxxx Vehicle where the Obligor has ceased operation of the Vehicle for commercial delivery purposes, and, for no additional consideration, shall propose arrange for a new Obligor to sellenter into a new lease with respect to the Vehicle, grant which lease shall be in the name of Purchaser as lessor and shall be in form and substance acceptable to Purchaser in its discretion. Placement of a security interest in, new driver in a Vehicle subject to a Transaction assigned to and owned by Purchaser shall take priority on the part of Seller over placement of drivers in vehicles which are owned and operated by Seller. (i) Where Seller determines in accord with the provisions of the Service Agreement that the residual value of a Vehicle which is the subject of an expired or otherwise transfer any interest terminated Transaction is in any motor vehicle receivables excess of the net book value of the Vehicle subject to any prospective purchaser, lender the expired or other transfereeterminated Transaction, Seller may sell the Vehicle in question in accord with its normal business practices or, with the authorization of the Purchaser, re-lease the Vehicle. One-half of any received sales proceeds excess of the net book value shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold be paid to Purchaser, sold and the remainder retained by Purchaser to IssuerSeller. Section 4.2 Seller shall also comply with the following: Administration and Collections. After the Closing Date, contributed Seller, at Seller's cost and for Purchaser's benefit and account, shall bxxx, administer, service the Transactions, all in accordance with the terms and conditions set forth in the Service Agreement (the "Service Agreement"), being executed concurrently herewith by the Issuer Seller and the Purchaser. For so long as the Service Agreement or Section 5.1 below remains in effect: (a) Seller shall deliver to Purchaser within one hundred and twenty (120) days after the end of each fiscal year, such certified financial information as Purchaser shall reasonably request with respect to the Holding Trustadministration of the Transactions and vehicles which are the subject of the Transactions. Seller also shall deliver to Purchaser such interim financial and business information as Purchaser may from time to time reasonably request; and (b) Seller shall not (i) change (A) its name or the address of its principal place of business, and (B) the jurisdiction under whose laws it is owned by organized as of the Holding Trustdate hereof, or (C) the type of organization under which it exists as of the date hereof unless it shall have given Purchaser not less than sixty (60) days' prior written notice of any such proposed change; (ii) permit the sale or transfer of any shares of its capital stock or of any ownership interest of the Seller or its parent to any person, persons, entity or entities (whether in one single transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of the Seller or its parent from the person, persons, entity or entities who hold ownership and/or control of the Seller ("Change in Control") as of the date of this Agreement without the prior written consent of Purchaser, which consent shall not unreasonably be withheld; or (iii) consolidate with or merge into or with any other entity if such event would have a material adverse effect on the financial or business condition of Seller or its parent, or (iv) sell, transfer or otherwise dispose of all or substantially all of its assets.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants as follows: (a) At or prior to 7.2.1 Seller shall maintain and repair the Property between the Effective Date and the Closing Date, Seller shall have filed or caused so as to cause the same to be filed a UCC-1 financing statement, naming Seller delivered to Buyer in substantially the same condition existing as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State end of the State of Delaware Inspection Period, ordinary wear and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingtear excepted. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoinga casualty, the provisions of Paragraph 10 shall apply. 7.2.2 At all times from the date hereof through the date of closing, Seller hereby authorizes shall cause to be in force fire and extended coverage insurance upon the PurchaserProperty, and public liability insurance with respect to damage or injury to persons or property occurring on the Issuer or Property in at least such amounts as are maintained by Seller on the Indenture Trustee date hereof; 7.2.3 From the date of execution of this Agreement through the date of closing, Seller will not enter into any new lease with respect to file a record or records (as defined in the applicable UCC), includingProperty, without limitationBuyer’s prior written consent, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee which shall not be obligated unreasonably withheld during the Inspection Period but may thereafter be withheld in Buyer’s sole discretion. Exercise of a renewal option shall not be considered a new lease. Any brokerage commission payable with respect to file a new lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new lease. Further, Seller will not consent to any such records assignment of a Lease or sublease or modify any existing Lease covering space in the Property without first obtaining the written consent of Buyer which shall not be unreasonably withheld during the Inspection Period but may thereafter be withheld in Buyer’s sole discretion. Buyer shall have five (including5) business days in which to approve or disapprove of any new lease for which it has a right to consent. Failure to respond in writing within said time period shall be deemed to be consent; 7.2.4 From the date of execution of this Agreement through the date of closing, Seller shall not sell, assign, or convey any right, title or interest whatsoever in or to the Property, or create or permit to attach any lien, security interest, easement, encumbrance, charge, or condition affecting the Property (other than the Permitted Exceptions) without promptly discharging the same prior to closing; 7.2.5 Seller shall not, without limitationBuyer’s written approval, financing statements(a) except upon written instruction from the Seller amend or the Issuer. waive any right under any service contract, or (b) Seller shall not change its name, identity, state of incorporation or corporate structure in enter into any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice agreement of any relocation type affecting the Property that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to survive the Closing Date; 7.2.6 Seller shall fully and timely comply with all obligations to be performed by it under the Leases, Seller has maintained accounts the Contracts, and records as to each EFLLC Receivable accurately all permits, licenses, approvals and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior laws, regulations and orders applicable to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementProperty. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser. (a) At or prior Seller shall use her reasonable efforts to cause the transactions contemplated by this Agreement to be consummated, including obtaining entry of the Approval Order, and Seller further agrees to file the appropriate motions, pleadings and paper to seek the entry of the Approval Order so as to permit the Closing Date, Seller shall have filed to occur on or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In practicable before the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerOutside Date. (b) In accordance with Section 3.1(a), Seller shall not change its name, identity, state use her reasonable efforts to obtain all consents of incorporation third parties and to make all filings with and give all notices to third parties which may be necessary or corporate structure reasonably required in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or order to effect the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementstransactions contemplated hereby. (c) Buyer and its officers, employees, attorneys and agents shall be entitled to inspect Seller’s properties, books, documents and records relating to the Business or the Acquired Assets, and to make copies of the same, at such times as the parties shall mutually determine, and Seller shall give Purchaser, agrees to furnish all such information relating to the Issuer Business and the Indenture Trustee at least 60 days prior written notice Acquired Assets as Buyer reasonably may request and to permit Buyer and such persons to consult with the officers, employees, attorneys and agents of any relocation that would result in Seller, after such time as a change public announcement has been jointly made by Buyer and Seller concerning this Agreement, for the purpose of determining the accuracy of the location covenants, representations and warranties made herein and for such other purposes as Buyer reasonably may determine necessary in connection with Buyer’s operation of the debtor within Acquired Assets after the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of AmericaClosing. (d) Prior Except for use as a Permitted Name Use, Seller agrees not to use, or to cause or permit the Debtor to use, the name “Paddle 8” or any variation thereof after the Closing Date. (e) Seller, from time to time after the Closing, at Buyer’s reasonable request and expense, shall execute, acknowledge and deliver to Buyer such other documents, certifications, assurances and/or instruments of conveyance and transfer and will make all truthful oaths, testify in any proceedings and take such other actions as may be reasonably necessary or desirable to more effectively perfect the title of the Acquired Assets in Buyer. Seller has maintained accounts and records Buyer will cooperate with each other and execute and deliver to third parties such other instruments and documents and take such other actions as may be reasonably requested from time to each EFLLC Receivable accurately time by either as necessary to carry out, evidence and in sufficient detail confirm the intended purposes of this Agreement. (f) The Trustee shall use her reasonable efforts to permit cause those of the Debtor’s employees with whom Buyer wishes to communicate to meet or communicate with Buyer with respect to such matters. (ig) the reader thereof to know at any time as of or prior to On and after the Closing Date, the status of such EFLLC ReceivableTrustee shall: (i) deliver to Buyer, including payments and recoveries made and payments owing (and the nature of each) and any Acquired Asset which comes into her possession, custody or control; (ii) reconciliation between payments cooperate with Buyer in compelling or recoveries on obtaining the turnover or deliver to Newco of any Acquired Assets; and (or with respect toiii) each EFLLC Receivable and the Principal Balance as take reasonable steps, at Buyer’s expense, to cause any former employee of the Cutoff Date. Seller shall maintain its computer systems so thatDebtor who does not become employed by Buyer, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser or any other person known or becoming known to the Issuer Trustee to have possession, custody or control of any Acquired Assets, to deliver and the contribution of the EFLLC Receivables by the Issuer turn over to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing AgreementNewco any Acquired Assets. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants as follows: (a) At or prior to Between the Effective Date and the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statementmaintain the Property in its present condition, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party ordinary wear and describing tear excepted; (b) Between the EFLLC Receivables Effective Date and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafterClosing Date, Seller shall authorize maintain all casualty, liability and file such financing statements hazard insurance currently in force with respect to the Property; and (c) Between the Effective Date and cause the Closing Date, Seller shall lease, operate, manage and enter into Contracts with respect to be authorized the Property, in the same manner done by Seller prior to the date hereof, maintaining present services and filed such continuation statements, all in such manner sufficient supplies and in such places as may be required by law fully to preserve, maintain equipment for the operation and protect the interest of Purchaser under this Agreement, maintenance of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted prior to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (includingdate hereof; provided, without limitationhowever, financing statements) except upon written instruction from the Seller or the Issuer. (b) that Seller shall not change its name, identity, state of incorporation or corporate structure in enter into any manner Service Contract that would, could or might make any financing statement or continuation statement filed cannot be terminated by Seller providing thirty (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller30) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCCnotice. Seller shall terminate, by giving notice at all times maintain Closing, any Contracts that Purchaser does not elect to assume (i) each office from which it services EFLLC Receivables within election shall be made in writing by Purchaser to Seller on or prior to the United States expiration of America the Inspection Period), provided that Purchaser shall be responsible for any termination fees incurred in connection with the same if such fees were set forth in the Contracts made available by Seller for review by Purchaser or Canada otherwise disclosed in writing to Purchaser. Notwithstanding anything to the contrary herein, Purchaser shall be deemed to have approved and (ii) its principal executive office within shall have no right not to elect to assume those Contracts that, by their terms, cannot be terminated by Seller without the United States payment of Americaa penalty, termination fee, or other charge that is not paid by Purchaser. (d) Prior A copy of each Lease presented to Seller between the Effective Date of this Agreement and the Closing DateDate for its approval and execution will be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt of each such Lease of either its approval or disapproval thereof, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the event Purchaser informs Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at that Purchaser does not approve any time as of or such Lease prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as expiration of the Cutoff Date. Seller Inspection Period, which approval shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall not be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transfereeunreasonably withheld, Seller shall give have the option to terminate this Agreement by written notice thereof to Purchaser within five (5) business days after Seller’s receipt of written notice of Purchaser’s disapproval of any such prospective purchaserLease, lenderand upon such termination, the Xxxxxxx Money shall be refunded to Purchaser and neither party shall have any further liability or other transferee computer tapesobligation hereunder. In the event Purchaser fails to notify Seller in writing of its approval or disapproval of any such Lease within the five-day period for such purpose set forth above, records, or print-outs (including any restored from archives) that, if they such failure shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold be deemed the approval by Purchaser of such Lease. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs or leasing commissions incurred by Seller pursuant to Issuer, contributed a new Lease approved (or deemed approved) by the Issuer to the Holding Trust, and is owned by the Holding TrustPurchaser.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants and agrees as follows: (a) 8.3.1. At or prior to all times from the Effective Date through the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized in force fire and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect extended coverage insurance upon the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and commercial general liability insurance with respect to damage or injury to persons or property occurring on the Property in at least such amounts as are maintained by Seller on the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerEffective Date. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or 8.3.2. From the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to Effective Date through the Closing Date, Seller has maintained accounts and records as will not enter into any New Lease with respect to each EFLLC Receivable accurately and in sufficient detail to permit the Property without Buyer’s prior written consent, which consent (i) the reader thereof to know at any time as of or if requested prior to the Closing Dateend of the Inspection Period) shall not be unreasonably withheld (but if such consent is requested following the end of the Inspection Period, the status then Buyer may grant or withhold its consent thereto in Buyer’s sole discretion). Exercise of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments a renewal option or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance expansion right existing as of the Cutoff Date. Effective Date shall not be considered a “New Lease” for purposes of this Section 8.3.2, but shall be a “New Lease” for purposes of Section 7.7.1.6.; provided, however, that in the event any consent of Seller shall maintain its computer systems so thatas “landlord” thereunder is required or permitted in connection therewith, from and after then the time of sale under this Agreement terms of the EFLLC Receivables following sentence shall apply thereto. Further, Seller will not modify any existing Lease, or consent to Purchaseranything pursuant to any Lease for which Seller’s consent (as “landlord” thereunder) is required without first obtaining the written consent of Buyer, which (if requested prior to the conveyance end of the EFLLC Receivables by Purchaser to Inspection Period) shall not be unreasonably withheld (but if such consent is requested following the Issuer and the contribution end of the EFLLC Receivables by the Issuer to the Holding TrustInspection Period, Sellerthen Buyer may grant or withhold its consent thereto in Buyer’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that sole discretion); and in any event such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication consent of the Holding Trust’s ownership of an EFLLC Receivable Buyer shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant subject to the terms of the Sale and Servicing AgreementLease regarding such consent (i.e., if the “landlord” is required to be reasonable in granting such consent, or if other requirements govern the determination of such consent, then Buyer shall be subject thereto). Buyer shall have three (3) business days in which to approve or disapprove of any New Lease for which it has a right to consent. Failure to respond in writing within said time period shall be deemed to be consent. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee8.3.3. From the Effective Date through the Closing Date, Seller shall give not sell, assign or convey any right, title or interest whatsoever in or to such prospective purchaser, lenderthe Property, or other transferee computer tapescreate or permit to attach any lien, recordssecurity interest, easement, encumbrance, charge or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable condition affecting the Property (other than an EFLLC Receivable the Permitted Exceptions) without promptly discharging the same prior to Closing. 8.3.4. From the Effective Date through the Closing Date, Seller shall not, without Buyer’s written approval, (a) amend or waive any right under any Contract, or (b) enter into any agreement of any type affecting the Property that is not terminable effective on the earlier to occur of (i) 30 days notice or (ii) Closing. 8.3.5. From and after the Effective Date through the Closing Date and except to the extent Seller is relieved of such obligations by Section 11 hereof, Seller shall operate and maintain the Property in the manner in which Seller has previously operated and maintained the Property; provided, however, that Seller shall have no obligation to make any capital improvements, but Seller shall in no event remove or replace any Personal Property (except the Excluded Personal Property) from the Property following the Effective Date hereof without Buyer’s prior written consent thereto (in Buyer’s sole discretion). Seller may, but shall not be obligated to, continue work on any capital improvements in progress as of the Effective Date, which are listed on Exhibit—K attached hereto and made a Purchased Receivablepart hereof; provided, however, to the extent any such capital improvements are not completed and paid for prior to Closing, Buyer shall receive a credit against the purchase price at Closing for the remaining unpaid invoice cost thereof. 8.3.6. From and after the date of Seller’s delivery of any of the Due Diligence Items set forth in Section 4.1 hereof, or the date Seller makes certain Due Diligence Items available for inspection by Buyer as set forth in Section 4.2 hereof, as applicable, no act or omission of Seller shall serve to materially change any of the information provided in connection therewith; and, in the event any such information does so materially change, or in the event Seller obtains any additional information contemplated to be provided by Section 4.1 or Section 4.2 hereof after the date of Seller’s initial delivery of such Due Diligence Items (or the date Seller makes same available, as applicable) pursuant hereto (by way of example only, and without limitation, if Seller subsequently receives any notice from a governmental authority with respect to the Property, or any notice of pending litigation), Seller shall indicate clearly that provide an update to such EFLLC Receivable has been sold applicable Due Diligence Item no less than five (5) business days prior to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer Closing. Without limitation to the Holding Trustforegoing, and Seller shall provide to Buyer, no less than five (5) business days prior to Closing, updated information regarding all outstanding maintenance (including maintenance work orders) and/or repairs with respect to the Property, whether or not Buyer is owned by the Holding Trustrequired to or elects to perform any such maintenance pursuant to Section 8.3.5 hereof.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof; (b) Except as provided hereinbelow, a copy of any termination, amendment, renewal or expansion of an existing Lease or Operating Agreement or of any new Lease or Operating Agreement which Seller wishes to execute between the Effective Date and the date of Closing Datewill be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days after its receipt thereof of either its approval or disapproval thereof, Seller shall have filed or caused including all Tenant Inducement Costs, leasing commissions and attorneys' fees and expenses to be filed a UCC-1 financing statementincurred in connection therewith. Prior to the end of the Inspection Period, naming Seller as seller Purchaser shall not have the right to withhold its approval of any new Lease or debtoramendment, naming Purchaser as purchaser renewal or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, expansion of an existing Lease that is consistent with the office present leasing profile of the Secretary of State Property, or the current leasing of the State Property. After the end of Delaware and in such other locations as the Inspection Period, Purchaser shall have required. From time the right to time thereafterapprove all new Operating Agreements and new leasing transactions or terminations, Seller amendments, renewals or expansions of existing Operating Agreements or Leases, which approval shall authorize be in Purchaser's discretion; provided, however, Purchaser shall have no right to disapprove (and file such financing statements and cause shall be deemed to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully have approved) any Lease renewal or expansion which occurs or is made pursuant to preserve, maintain and protect the interest terms of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filingan existing Lease. In the event Purchaser informs Seller within such five (5) business day period that Seller fails to perform its obligations under this subsectionPurchaser does not approve the termination, Purchaseramendment, Issuer renewal or expansion of an existing Operating Agreement or Lease or the Indenture Trustee may do soproposed new Operating Agreement or proposed new Lease, at which approval shall be consistent with the expense of the Seller. In furtherance of the foregoingaforementioned standards, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change proceed with the termination, amendment, renewal or expansion or new Operating Agreement or Lease in question. In the event Purchaser fails to notify Seller in writing of its nameapproval or disapproval within the five (5) business day period set forth above, identityPurchaser shall be deemed to have approved such new Operating Agreement or Lease, state of incorporation termination, amendment, renewal or corporate structure expansion, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith as disclosed by Seller. At Closing, Purchaser shall reimburse Seller for any manner that wouldTenant Inducement Costs, could or might make any financing statement or continuation statement filed leasing commissions and attorneys' fees and other expenses, incurred by Seller pursuant to an amendment, a renewal, an expansion or a new Lease approved (or deemed approved) by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) Purchaser as provided in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsSection 4.4(b)(v). (c) Seller shall give Purchaser, To the Issuer and extent the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain information requested is (i) each office from which it services EFLLC Receivables within the United States of America or Canada reasonably available to Seller in its Los Angeles, California Real Estate Investments office, and (ii) its principal executive office within not confidential or covered by any privilege, including the United States of America. (d) Prior to the Closing Dateattorney-client privilege, or is not attorney work product, Seller has maintained accounts shall provide Purchaser during the Inspection Period with financial information for the Property for calendar year 2002 and records as calendar year to each EFLLC Receivable accurately and date 2003 in a form reasonably sufficient detail to permit (i) Purchaser's auditors to prepare, at Purchaser's sole cost and expense, audited financial statements for the reader thereof to know at any time as of or prior to the Closing Date, the status of Property for such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Dateyear. Seller shall maintain provide Purchaser's auditors with reasonable access to meet with the personnel of Seller and its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by agents as may be reasonably necessary for Purchaser to investigate and confirm Seller's financial information and prepare any required filings with the Issuer Securities and the contribution of the EFLLC Receivables by the Issuer Exchange Commission relating to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreementthis transaction. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.Seller hereby covenants with Purchaser as follows: (a) At From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuerdate hereof. (b) Except as provided hereinbelow, a copy of any amendment, renewal or expansion of an existing Lease or of any new Lease which Seller wishes to execute between the Effective Date and the date of Closing will be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) Business Days after its receipt thereof of either its approval or disapproval thereof, including all Tenant Inducement Costs, leasing commissions and attorneys' fees and expenses to be incurred in connection therewith. In the event Purchaser informs Seller within such five (5) Business Day period that Purchaser does not approve the amendment, renewal or expansion of the existing Lease or the new Lease, which approval shall not be unreasonably withheld, Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed have the right to terminate this Agreement by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments thereof to all previously filed financing statements and continuation statements. Purchaser within five (c5) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior Business Days after Seller's receipt of written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller Purchaser's disapproval thereof; provided, however, Purchaser shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada have no right to disapprove and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from deemed to have approved any renewal or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable expansion which occurs or shall have been paid in full is made pursuant to the terms of an existing Lease. If this Agreement is terminated pursuant to the Sale and Servicing foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), the Deposit shall indicate clearly that be returned to Purchaser and each party shall bear its own costs incurred hereunder. In the event Purchaser fails to notify Seller in writing of its approval or disapproval within the five (5) Business Day period set forth above, Purchaser shall be deemed to have approved such EFLLC Receivable has been sold new Lease, amendment, renewal or expansion, including all Tenant Inducement Costs, leasing commissions and attorneys' fees and expenses to be incurred in connection therewith. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions and attorneys' fees and other expenses, incurred by Seller pursuant to an amendment, a renewal, an expansion or a new Lease approved (or deemed approved) by Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection During the period from the Opening of Title Escrow until the earlier of Purchaser.termination of the Agreement or the Close of Escrow, Seller agrees to the following: A. Seller shall not (aand shall cause each Owner not to) At permit or suffer to exist any encumbrance, charge or lien or allow any easements affecting all or any portion of the Properties to be placed or claimed upon the Properties unless such encumbrance, charge, lien or easement has been approved in writing by Purchaser or unless such monetary encumbrance, charge or lien will be removed by Seller prior to the Close of Escrow. B. Seller shall not and shall cause the Owners to not execute any new lease or amend, modify, renew, extend or terminate any Lease without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. With respect to Purchaser’s consent, Purchaser shall be required to provide its consent or disapproval within five (5) business days following Purchaser’s receipt of a written request from Seller. If Purchaser fails to provide Seller with notice of response, Purchaser shall be deemed to have approved such new lease or modification to Lease. Furthermore, Purchaser shall not have the right to approve the form of the lease so long as Seller utilizes the form lease which is currently being utilized by Seller for the applicable Property (which form Purchaser acknowledges has been provided to Purchaser) with non- material changes negotiated by Seller and Tenant. C. Seller shall not and shall cause the Owners to not enter into any service, management or other contract relating to the Property which will survive the Close of Escrow without the prior written consent of Purchaser, which consent will not be unreasonably withheld; provided, however, that Seller shall not enter into any service, management or other contract relating to the Property which will survive the Close of Escrow that cannot be terminated upon thirty (30) days notice without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion. With respect to Purchaser’s consent, Purchaser shall be required to respond to a written request for its consent within five (5) business days following receipt of such written request. If Purchaser fails to provide Seller with notice of response, Purchaser shall be deemed to have approved such service contract or modification to service contract. D. Seller shall continue to operate and maintain the Properties in the manner in which the Properties are currently operated and maintained, including, but not limited to the continuing the level of insurance coverage on the Properties as of the Opening of Escrow. E. Purchaser acknowledges and agrees that notwithstanding anything to the contrary set forth in this Section or any other provision of this Agreement, for a pre- Closing Dateclaim, Purchaser shall look to the Properties or the assets of Seller only (subject to the limitations set forth in Section 14 below) and for a post-Closing claim, Purchaser may look to Seller or the assets of Seller (subject to the limitations set forth in Section 9.D). For satisfaction of any claims whatsoever, whether a pre-Closing or post-Closing claim, Purchaser shall not look to the assets of members or managers of Seller or CalPERS. No present or future officer, director, employee, trustee, member, retirant, beneficiary, internal investment contractor, manager, investment manager, or agent of CalPERS or Seller shall have filed any personal liability, directly or caused to indirectly, and recourse shall not be filed a UCC-1 financing statementhad against any such officer, naming Seller as seller director employee, trustee, member, retirant, beneficiary, internal investment contractor, investment manager or debtor, naming Purchaser as purchaser agent under or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, in connection with the office of the Secretary of State of the State of Delaware and this Agreement or any other document or instrument heretofore or hereafter executed in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and connection with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral Purchaser hereby waives and releases any and all such personal liability and recourse. The limitations of liability provided in the same manner as described herein this Section 8.E are in addition to, and not in limitation of any limitation of liability applicable to Seller or may contain an indication CalPERS provided by law or description of collateral that describes such property in any other manner as such party may determinecontract, agreement or instrument. The foregoing exculpation of liability shall be absolute and without any exception whatsoever. F. Seller shall not, and shall cause the Owners to not, commence a “presently, in its sole discretionprocess, capital improvement project” (as that phrase is necessarydefined below) without the prior written consent of Purchaser, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee which consent shall not be obligated unreasonably withheld. With respect to file any Purchaser’s consent, Purchaser shall be required to respond to a written request for its consent within five (5) business days following receipt of such records (including, without limitation, financing statements) except upon written instruction from the request. If Purchaser fails to provide Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Dateresponse, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall deemed to have been paid in full pursuant to the terms of the Sale and Servicing Agreementapproved such request. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection From and after the date of Title of Purchaser.this Agreement until the Closing Date (or during such other period specified below): (a) At or prior to the Closing Date, Seller shall have filed or caused use commercially reasonable efforts to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing cause Manager to operate the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture substantially in the EFLLC Receivables manner in which it has heretofore been and presently is operating the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the IssuerProperty. (b) Seller shall not change its nameuse commercially reasonable efforts to cause Manager to maintain in effect insurance policies presently in effect with respect to the Hotel, identity, state or reasonable renewals of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statementsexpiring policies. (c) Seller shall give Purchaseruse commercially reasonable efforts to cause Manager to pay before delinquency all ad valorem, occupancy sales and other similar taxes due and payable for the Issuer and Property or the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change operation of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of AmericaHotel. (d) Prior Seller shall not remove or cause or permit to be removed any part or portion of the Closing DateTangible Personal Property unless the same is replaced, before Closing, with similar items of at least equal suitability, quality and value; provided, however, that inventory shall be used and replenished in accordance with Manager’s normal business practices. (e) Without the consent of Purchaser, which consent shall not be unreasonably withheld or delayed, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) shall not enter into any new employment agreements that would be binding on Purchaser or the reader thereof to know at Property, and (ii) shall not change, modify, extend or renew or terminate any time employment agreement or the Union Contracts in effect as of the date hereof that would be binding on Purchaser or the Property. (f) Seller shall promptly advise Purchaser of any litigation, arbitration or administrative hearing concerning or affecting the Property of which Seller obtains knowledge. (g) Seller shall use commercially reasonable efforts to cause Manager to preserve in force all existing Permits and to cause all those expiring to be renewed (if renewable) prior to the Closing Date. (h) Seller shall use commercially reasonable efforts to cause the Manager to continue, to use commercially reasonable efforts to take guest room reservations and to book functions and meetings and otherwise to promote the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as business of the Cutoff Date. Seller shall maintain its computer systems so that, from and after Property in generally the time same manner as Manager did before the execution of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid in full pursuant to the terms of the Sale and Servicing Agreement. (ei) If at Seller may not enter into any xxxx Xxxxxx new Lease, Equipment Lease or Service Contract without the consent of Purchaser which consent shall propose to sellnot be unreasonably withheld or delayed. Notwithstanding the foregoing, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trustextent that Manager is permitted to take certain actions or enter into agreements under the Management Agreement without Seller’s approval or consent, and is owned the taking of such actions or entering into such agreements by the Holding TrustManager shall in no way constitute a breach of Seller’s obligations under this Section 5.01.

Covenants of Seller. SECTION 4.1 Protection Seller further hereby covenants and agrees with Purchaser as follows: 6.1 Seller shall inform Purchaser of Title any material events or correspondence with respect to any Loan and the related Note, Security Instrument, Borrower and Property, first occurring after the date of Purchaser. (a) At this Agreement and on or prior to the Closing Date, ; 6.2 Seller shall have filed not modify or caused to be filed a UCC-1 financing statement, naming amend any Loan or the related Note and Security Instrument or waive any terms thereof orally or in writing without Purchaser’s prior written consent; 6.3 Seller as seller shall not release any Borrower or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and related Property from the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office lien of the Secretary of State of related Note or Security Instrument or the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, related loan documents; 6.4 Seller shall authorize provide Purchaser with copies of all notices received by Seller with respect to any Loan from and file such financing statements and cause after the date of this Agreement through the Closing Date, including any notices or information transmitted to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect Seller after the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Closing Date; and 6.5 Seller shall deliver (service or cause to be delivered) serviced each Loan prior to Purchaser the Closing Date in the ordinary course of business and in accordance with applicable law and the Indenture Trustee file-stamped copies ofprovisions of the related Note and Security Instrument, or filing receipts forand if applicable the servicing standards set forth in any servicing agreement between the parties hereto. 6.6 Upon the reasonable request of Purchaser, any document filed and without payment of further consideration to Seller, Seller shall do, execute, acknowledge and deliver, and shall cause to be done, executed, acknowledged and delivered, all such further acts, deeds, documents, instruments, assignments, transfers, conveyances and assurances as may be reasonably required in order to better assign, transfer, grant, convey and confirm to Purchaser, each Loan sold by Seller as provided abovefor herein. 6.7 Seller shall cooperate with Purchaser in having all property, liability, and other insurance policies amended or appropriate certificates issued by the existing insurer of the Property to reflect Purchaser as soon lender, loss payee and/or additional insured in lieu of Seller effective as available following such filingof the Closing Date. In the event that Seller fails receives any notice or other communication with respect to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer. (b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to insurance policy following the Closing Date, Seller has maintained accounts should promptly forward same to Purchaser. 6.8 Seller shall cooperate with Purchaser and records as to each EFLLC Receivable accurately and its loan servicer in sufficient detail to permit connection with (i) the reader thereof transfer of the Loan from Seller’s loan servicer to know at any time as of or prior to the Closing DatePurchaser’s loan servicer, the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on the provision of notices from Seller’s loan servicer to the borrower of each such Loan regarding the (or with respect toA) each EFLLC Receivable and the Principal Balance as transfer of the Cutoff Date. Loan from Seller shall maintain its computer systems so thatto Purchaser and (B) the change of loan servicer, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems whenif any, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid (iii) all other reasonably necessary related actions in full pursuant to the terms of the Sale and Servicing Agreementconnection therewith. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.

Covenants of Seller. SECTION 4.1 Protection Seller hereby covenants with Purchaser, which covenants shall be performed at Seller's sole cost and expense unless otherwise set forth in this Agreement, that commencing upon the date of Title of Purchaser.the Original Agreement and continuing until the Closing Date (or as otherwise set forth below): (a) At Upon learning of any material change in any condition of the Property or prior of any event or circumstance which makes any representation or warranty of Seller to Purchaser under this Agreement untrue or misleading in any material respect, promptly to notify Purchaser thereof (Purchaser agreeing, on learning of any such fact or condition, promptly to notify Seller thereof); (b) To continue or cause to continue to operate the Property, under the Franchise Agreement in a good and businesslike fashion consistent with its past practices (which Seller believes to be in compliance with the Franchise Agreement) and to cause the Property to be maintained in good working order and condition in a manner consistent with its past practice; (c) To provide to Purchaser, promptly upon reasonable request, such unaudited financial and other information and certifications of Seller with respect to the Property as Purchaser may from time to time reasonably request in order to comply with any applicable securities laws and/or any rules, regulations or requirements of the Securities and Exchange Commission and, if required or requested, to permit Purchaser to incorporate by reference any information included in filings made by Seller with the Securities and Exchange Commission. Without limiting the foregoing, Seller shall provide to Purchaser a copy of each monthly profit and loss statement for the Property; (d) Seller shall not, without the Purchaser's written consent, enter into any modifications, renewals or extensions of any of the Space Leases or the Franchise Agreement, other than those modifications, renewals or extensions required by the terms of the applicable document, or enter into any other leases, agreements, mortgages or other loan documents or other commitments relating to the Property or the operation of the Hotel other than in the normal course of business and which are by their terms terminable without penalty upon not more than thirty (30) days notice; (e) From and after the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office employ substantially all of the Secretary of State present employees of the State Hotel, in at least the number and positions as are required in order to avoid triggering any notification requirements under the Worker Adjustment Retraining and Notification Act ("WARN Act"), without limiting Seller's ability to discharge any or all of Delaware and in such other locations employees thereafter (provided, however, that no such discharge will trigger a WARN Act notification or otherwise impose any obligations on Seller). Any employees of Seller working at the Hotel as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under Closing Date shall remain the Sale employees of Seller after the Closing Date. Seller hereby agrees to indemnify and Servicing Agreement hold harmless Purchaser from and against any and all liability, cost, damages and expenses arising from or relating to the failure of Seller to comply with this Section 8.1(e). The provisions of this Section 8.1(e) shall survive the Indenture Trustee under Closing; (f) To operate, manage, and maintain the Indenture Hotel consistent with Seller's prior practice and as a reasonable and prudent operator of like-kind hotels in the EFLLC Receivables same competitive market would operate, manage, and maintain the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC)Hotel, including, without limitation, financing statements(i) using reasonable efforts to keep available the services of its present employees at the Improvements and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel facilities on terms not less favorable than the terms typically arranged by Seller as of the date of this Agreement and in accordance with Seller's prior practice, (iii) maintaining the current level of advertising and other promotional activities for Hotel facilities, (iv) maintaining its books of accounts and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles applied on a basis consistent with the basis used in keeping its books in prior years; (v) continuing to operate the Property under the Liquor License and Franchise Agreement in a fashion consistent with its past practice (which Seller believes to be in compliance with such Liquor License and Franchise Agreement); (vi) maintaining supplies and personalty consistent with the prior operations of Seller; (vii) expending such amounts for advertising and promotions as are scheduled to be expended prior to Closing pursuant to Seller's 1997 operating budget for the Hotel; and (viii) expending such amounts for capital improvements as are scheduled to be expended prior to Closing pursuant to Seller's 1997 capital budget for the Hotel, provided that if any such scheduled capital improvement is not completed prior to Closing, Seller shall complete such improvements at its sole cost and expense in a manner consistent with Seller's past operation of the Hotel and this subparagraph (viii) shall survive Closing; (g) To keep and maintain the Hotel in a state of repair and condition consistent with the requirements of clause (f) above; (h) To keep, observe, and perform all jurisdictions its obligations in all material respects under the Space Leases, the Franchise Agreement, the Liquor License and the Contracts for the Hotel, and all other applicable contractual arrangements relating to the Hotel consistent with Seller's past practice; (i) To not enter into any new agreements of the nature of Contracts or Space Leases or any amendments, modifications, renewals or extensions of any existing Contracts or Space Leases, without Purchaser's prior written consent, except that the Seller shall not be required to obtain Purchaser's consent to any new agreement or any renewal or extension of existing agreements which may be terminated on not more than thirty (30) days prior notice without cost or expense. Any such new agreement or renewal or extension of existing agreements to which Purchaser's consent was not obtained, whether or not such consent is required under this Section 8.1(i) shall subject the applicable agreement to Purchaser's review under Section 3; (j) To not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding and replacing, where needed or appropriate, worn items, and timely make all repairs, maintenance, and replacements to keep the Hotel and all FF&E in good operating condition; (k) To comply with all filing offices as the Purchaser or the Issuer may determinefederal, in its sole discretionstate, are necessary or advisable to perfect the security interest granted and municipal laws, ordinances, regulations, and orders relating to the Purchaser pursuant Hotel; (l) To not sell or assign or enter into any agreement to Section 6.9 sell or assign, or to create or permit to exist any lien or encumbrance (other than a Permitted Exception) on, the Hotel or any portion thereof; (m) To not cancel any existing booking contracts for the use of Hotel facilities or new booking contracts obtained by Seller after the date of this Agreement. Such financing statements Agreement except as may describe be consistent with Seller's past practices and the collateral practices of a reasonable and prudent operator of a like-kind hotels in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determinecompetitive market, in its sole discretion, is necessary, advisable or prudent and to ensure the perfection of the security interest in the collateral granted continue to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer.book contracts and reservations consistent with prior practices; (bn) Seller shall not change its nameTo pay or cause to be paid all taxes, identityassessments and other impositions levied or assessed on the Hotel or any part thereof on or before the date on which the payment thereof is due; (o) To use reasonable, state of incorporation or corporate structure in good faith efforts to obtain the Estoppel Certificates, the Franchisor Comfort Letters, and any manner that would, could or might make any financing statement or continuation statement filed consents and approvals necessary for the transaction contemplated by Seller (or by Purchaser, Issuer or the Indenture Trustee on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Indenture Trustee this Agreement at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements. (c) Seller shall give Purchaser, the Issuer and the Indenture Trustee at least 60 days prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services EFLLC Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America. (d) Prior to the Closing Date, Seller has maintained accounts and records as to each EFLLC Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or one week prior to the Closing DateClosing; to continue to use reasonable, good faith efforts to obtain such items thereafter; to promptly inform Purchaser of any issues or problems which Seller foresees in obtaining any such items; and to deliver each such item to Purchaser promptly after receipt thereof; and (p) To keep the status of such EFLLC Receivable, including payments and recoveries made and payments owing (and existing insurance coverage for the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each EFLLC Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the EFLLC Receivables to Purchaser, the conveyance of the EFLLC Receivables by Purchaser to the Issuer and the contribution of the EFLLC Receivables by the Issuer to the Holding Trust, Seller’s master computer records (including archives) that shall refer to an EFLLC Receivable indicate clearly that such EFLLC Receivable has been sold to Purchaser, has been conveyed by Purchaser to the Issuer and has been contributed by the Issuer to the Holding Trust. Indication of the Holding Trust’s ownership of an EFLLC Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the EFLLC Receivable shall become a Purchased Receivable or shall have been paid Hotel in full pursuant to the terms of the Sale force and Servicing Agreementeffect. (e) If at any xxxx Xxxxxx shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any EFLLC Receivable (other than an EFLLC Receivable that is a Purchased Receivable), shall indicate clearly that such EFLLC Receivable has been sold to Purchaser, sold by Purchaser to Issuer, contributed by the Issuer to the Holding Trust, and is owned by the Holding Trust.