Common use of Covenants of Seller Clause in Contracts

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date: (a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller covenants and Principal represent and covenant to agrees with Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Datethat: (a) Each representation Prior to Closing, Seller will make available to Buyer for examination at Seller’s offices in White Oak, Texas, or the offices of RBC Capital Markets, LLC in Houston, Texas, title, legal, engineering, environmental, accounting and warranty set forth other material information relating to the ownership and operation of the Assets insofar as the same are in Section 7 hereof Seller’s possession and will cooperate with Buyer in Buyer’s efforts to obtain from third parties, at Buyer’s expense, such additional information relating to the Assets as Buyer may reasonably request. Seller shall permit Buyer, at Buyer’s expense, to inspect and photocopy such information and records at any reasonable time, but only to the extent, in each case, that Seller may do so without violating any contractual commitment to a third party. Seller shall not be true and correct obligated to furnish any updates of abstracts, title opinions or additional title information, but shall cooperate with Buyer in all material respectsBuyer’s efforts to obtain, at Buyer’s expense, such additional title information as Buyer may reasonably request. (b) After the Effective Time and prior to Closing, Seller has and will continue to cause the Assets operated by Seller to be produced, operated and maintained in a good and workmanlike manner consistent with prior practices, will not abandon any of the Assets, will maintain itself at insurance now in force with respect to the Assets, will pay or cause to be paid all times up costs and expenses due to be paid in connection therewith, will keep the Leases in full force and including effect and will perform and comply with all the Closing Date as a duly licensed corporation covenants and conditions contained in good standing the Leases and all agreements relating to the Assets; provided, however, in the absence of Buyer’s prior written consent, Seller shall not conduct or authorize any operation on the Leases requiring authority for expenditure approval by working interest owners under applicable operating agreements, or an expenditure of $50,000.00 or more for the laws entire 100% of its state the working interest, of incorporationany single project (except emergency operations). (c) Without the prior written consent of Buyer, Seller shall not enter into any new material agreements or commitments with respect to the Assets, will keep not modify, terminate or settle any dispute arising out of any of the Business open during its usual agreements relating to the Assets and customary hours and cause will not encumber, sell, transfer, assign, convey, farmout or otherwise dispose of any of the Business to function Assets other than (i) dispositions of personal property which is replaced by equivalent property or consumed in the ordinary course normal operation of business the Assets, and in (ii) entering into crude oil and natural gas marketing contracts, or extensions thereof, for a good and efficient manner in keeping with Seller's customary practicesterm not to exceed one (1) month. (d) Seller will afford Buyer shall promptly make requests of such third parties in compliance with applicable agreements of which Seller has knowledge, that any required consents be given or waived and its accountantsthat any preferential rights be waived; provided, attorneyshowever, consultants, representatives, agents nothing contained in this Section 4.01(d) shall require Seller to pay money or undertake any additional legal obligation in connection with the requests for consents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidentialwaivers. (e) Seller will not mortgageshall permit Buyer’s authorized representatives to consult with Seller and its agents and employees during reasonable business hours and to conduct, pledge or allow at Buyer’s sole risk and expense, on-site inspections, tests and inventories of the Assets and inspect and examine all well logs and geological and geophysical data (subject to Seller’s license agreements governing access to and use of such data, if any) relating to the Assets. During any lien such inspections of the Assets, Buyer and Buyer’s representatives shall have the right to be placed upon any review the Assets and all facilities used in connection with the operation thereof to determine the condition of the Assets. (f) Seller will not acquire additional Assets or dispose of any use its reasonable best efforts to obtain the satisfaction of the Assets, or conditions to Closing set forth in any way obligate itself to do so, except in the ordinary course of businessSection 7.01 hereof. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. The Seller covenants with the Purchaser as follows: A. The Xxxx of Sale to be delivered at the closing will transfer all the assets enumerated in the attached schedule free of all encumbrances, and Principal represent will contain the usual warranties and covenant affidavit of title. B. The business will be conducted up to Buyer that pending completion the date of closing in substantially the same manner as it has been conducted in the past, in accordance with all applicable laws and regulations, and no contracts will be entered into with respect to the business without the prior written consent of the sale of Assets contemplated hereby and as Purchaser. C. No judgments, liens, or security interests will be outstanding at the time of the Closing Date: (a) Each representation closing against the Seller or against its business or any assets thereof, except those to be paid and warranty set forth in Section 7 hereof shall be true discharged out of the purchase price at closing and correct in all material respectsapproved by the Purchaser 's attorney. (b) D. Debts and other obligations of the business will continue to be paid in the ordinary operation of the business, including, but not limited to, amounts normally and periodically paid to trade creditors, suppliers, state and federal tax authorities for employee withholding, sales tax, and similar items, employee wages and salaries, and transportation charges. E. Seller will maintain itself hold Purchaser free and harmless from bills, claims, demands, indebtedness, liability and taxes and any other claims of any nature incurred or rising out of and by reason of the conduct or operation of the business prior to the date of closing by Seller. Purchaser will hold Seller free and harmless from bills, claims, demands, indebtedness, liability and taxes and any other claims of any nature incurred or arising out of and by reason of the conduct or operation of the business after the date of closing by Purchaser. F. Seller has filed and will file at the date of closing all times Federal, State and local tax returns which are required by it to be filed with payment of all taxes due thereon and such returns hereto filed are true, correct and there are no deficiencies, or assessment claims. In the event that an audit should take place subsequent to the closing of this Agreement for any period prior to the date of closing, the Seller's liability for same is 100 per cent of the taxing authority's demand for said period including all interest and penalties thereon and , further, will pay in full all withholding, social security, and unemployment insurance taxes, applicable. G. The Seller will pay all wages due the employees up to and including the Closing Date as a duly licensed corporation in good standing under the laws date of its state transfer of incorporationtitle. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller covenants that from and Principal represent after the date of this Agreement, except as contemplated by this Agreement or with the consent of Buyer and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Dateprovided this Agreement has not been terminated, Seller will: (a) Each representation and warranty set forth in Section 7 hereof shall timely pay or cause to be true and correct in all material respects. (b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function paid in the ordinary course of its business all obligations which are due and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, payable with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof; (b) operate, and will do everything reasonably necessary cause Seller’s Manager to enable Buyer to make a complete examination of operate, the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except Facility in the ordinary course of Seller’s business.; (gc) Seller will keep all of its insurable Assets insured in accordance with its present practicetake, and it will maintaincause Seller’s Manager to take, all reasonable action to preserve and keep all improvements on property constituting a part the occupancy of the Assets in a good condition residents and state the goodwill of repairthe suppliers of the Facility; (d) use, and cause Seller’s Manager to use, reasonable wear and tear efforts to retain the services of the employees at the Facility; (e) not increase, or damage or loss by firepermit Seller’s Manager to increase, storm the compensation or other casualty loss excepted. (h) Seller will not enter into any contract benefits or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation bonuses payable or to become payable to any officerof the employees at the Facility except for wage increases to non salaried employees which would normally occur in accordance with currently existing employment practices of Seller disclosed to Buyer; (f) not hire, employee or agentpermit Seller’s Manager to hire, any new employees at the Facility except to replace existing employees in the ordinary course of business, as necessary, and not compensate any replacement employees at a rate that is more than five percent (5%) above the rate of compensation of the person being replaced; (g) not enter into, or permit Seller’s Manager to enter into, any contract or commitment affecting the Assets except which can be canceled without penalty upon thirty (30) days notice, or sell, dispose of, or encumber any portion of the Assets, other than in the ordinary course of operating the Facility; (h) at Buyer’s sole expense, reasonably cooperate, whether prior to or after Closing, with Buyer in any efforts which it may undertake to audit the operating financial statements with respect to the operation of the Facility for periods prior to the Closing; (i) maintain, and cause Seller’s Manager to maintain, the Real Property, the Facility and the other tangible Assets in the ordinary course of business, ordinary wear and tear excepted, from the end of the Feasibility Period through the Closing Date. (j) maintain, or cause Seller’s Manager to maintain, in force the existing hazard and liability insurance policies, or comparable coverage, for the Real Property, the Facility and the other tangible Assets; (k) promptly notify Buyer of any changes which affect materially the validity or accuracy of its representations and warranties of which it has knowledge or with respect to which it receives written notice prior to the Closing; (l) prepare or cause to be prepared all income, franchise, sales and other tax returns or reports required by law and promptly make all tax payments that are required through the Closing Date, cooperate with Buyer in the submission to any state taxing authorities to which Seller is subject of any requests for tax clearances that Buyer deems to be necessary or appropriate and cooperate with such authorities to facilitate the issuance of all such tax clearances; (m) give Buyer access to Seller’s employees at such times as may be agreed upon by Seller and Buyer, and in any event not less than five business days prior to Closing, for purposes of allowing Buyer to discuss potential employment of any or all of such employees with Buyer; (n) use its commercially reasonable efforts to (i) as soon as reasonably practicable after the end of the Feasibility Period (assuming Buyer has not elected to terminate this Agreement at or prior to the end of the Feasibility Period) to cooperate with Buyer’s efforts to obtain all consents of governmental authorities and third parties listed on Exhibit 11(n) attached hereto which Seller is required to obtain in order to consummate the transaction provided for herein, (ii) cause to be fulfilled and satisfied all of the other conditions to the Closing to be fulfilled and satisfied by Seller and (iii) cause to be performed all of the matters required of Seller at or prior to the Closing; (o) not take, or permit Seller’s Manager to take, any action, or suffer any omission, inconsistent with its obligations under this Agreement or which could hinder or delay the consummation of the transactions contemplated by this Agreement, or intentionally take any action or suffer any omission that would reasonably be expected to result in any inaccuracy or breach of any of the representations or warranties of the Seller contained in this Agreement as of the Closing Date; and (p) cooperate, at no cost or expense to Seller, in any audit which may be conducted by or at the direction of Buyer of the Financial Statements of the Facility in order to enable Buyer to comply with any securities law requirements applicable to Buyer.

Covenants of Seller. Seller Pending Closing. Between the date hereof and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date: (a) Each representation and warranty set forth a. Seller shall not enter into any contracts for services or otherwise that may be binding upon the Property or upon the Buyer subsequent to Closing, nor grant any easements or licenses affecting the Premises, nor take any legal action in Section 7 hereof connection with the Property which will affect Buyer's title to the Property, nor enter into any leases of space in the Premises, without the express prior written consent of Buyer. Buyer's consent may be withheld at Buyer's sole option; however, Buyer's response to any of the foregoing shall not be unreasonably delayed and, if denied, shall be true and correct in all material respectsaccompanied by a reasonably detailed explanation of the reason for such denial. b. Seller shall within two (b2) Seller will maintain itself at all times up business days following receipt thereof (or the day of receipt if received the day prior to and including the Closing Date as Date) provide Buyer with copies of any letters or notices received by Seller relating to or in any manner affecting the Property in a duly licensed corporation in good standing under the laws of its state of incorporationmaterial, adverse manner. (c) c. Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employeesshall, at all reasonable timesno expense to Seller, access and facilities reasonably cooperate with Buyer in connection with Buyer's obtaining any insurance which may be required to use, be maintained by Buyer with respect to the Assets, Seller's books, files, records Premises following the Closing. d. Seller will continue operating the hotel operation at the Premises in as good or better manner as it has been operating since opening. Seller will maintain adequate levels of Personalty items necessary to operate the hotel. Seller will comply with all laws and insurance policies for contracts affecting the purpose of audit, inspection and examination thereof, Premises and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets maintain all Permits, Contracts and the condition thereofFranchise Agreement in good standing. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of maintain and repair the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except Premises and Improvements in the ordinary course of business. (g) . Seller will keep all agrees to promptly notify Buyer in writing of its insurable Assets insured any material change in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part the condition of the Assets in a good condition and state Premises, Improvements or the operation of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss exceptedthe hotel. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller From the Effective Date and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of until the Closing Dateor earlier termination of this Agreement: (a) Each representation Seller shall (i) operate and warranty set forth maintain the Property in Section 7 hereof shall be true accordance with normal maintenance and correct in all material respects. (b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function management practices utilized in the ordinary course of the business and in a good and efficient manner in keeping with Seller's customary practices. (dii) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect not make any material alterations or changes to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do soProperty, except in the ordinary course of business. (b) Seller shall not sell, transfer, convey or encumber, or cause or permit to be sold, transferred, conveyed or encumbered, the Property, or any part thereof or interest therein. (c) Seller shall not enter into any new lease or renew an existing lease. (d) Seller shall maintain its existing fire and extended coverage casualty insurance in force with respect to the Property. (e) Seller shall not, without the prior written consent of Buyer enter into any maintenance, service, operation, repair or other contract or agreement relating to the use, maintenance or operation of the Property, or renew any contract affecting the Property, unless the same are assignable to Buyer and cancelable upon not more than thirty (30) days’ notice without cost or penalty. (f) Seller shall continue to perform all of its material obligations under the contracts affecting the Property. (g) Seller will keep all shall promptly notify Buyer in writing of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting any litigation or governmental proceeding to which Seller becomes a party or which affects the Property or any part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss exceptedthereof. (h) Seller will not enter into any contract or commitmentThe Property shall be in substantially the same condition on the Closing as on the date hereof, or incur or agree to incur any liability, or make any capital expenditures, save and except in the for reasonable and ordinary wear and tear from normal course of businessuse. (i) Until the earlier of the Closing or the termination of this Agreement, Seller will agrees that Seller shall: (1) not increase compensation payable do anything that would impair or to become payable to modify the status of title; (2) not directly or indirectly, through any officer, employee director, partner, agent or agentotherwise (i) solicit, entertain or accept any third-party offer or proposal to purchase the Property, or (ii) participate in any discussions or negotiations regarding, or furnish any information to any person, entity or authority, with respect to, the disposition of the Property (in furtherance of the foregoing, Seller hereby agrees that, during the term of this Agreement, Buyer shall have the exclusive right to negotiate with Seller for the purchase of the Property); and (3) remain liable for injuries to persons and damages to property occurring at the Property until the Closing except for those injuries or damages attributable solely to the acts or omissions of Buyer or its agents or employees. This Paragraph shall survive Closing.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date: (a) a. Each representation and warranty set forth in Section 7 8 hereof shall be true and correct in all material respects. (b) b. Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) c. Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) d. Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the AssetsAssets and the Business, Seller's books, files, records and insurance policies all supplier contracts for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) e. Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) f. Seller will not acquire additional Assets assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) g. Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) h. Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) i. Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. 13.1 Seller covenants and Principal represent agrees that, except as otherwise provided in the Agreement, between the date of this Agreement and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date: , Seller (aeither itself or through an agent) Each representation shall continue to manage and warranty set forth operate the Property in Section 7 hereof shall be true substantially the same manner as Seller has heretofore managed and correct in all material respects. (b) Seller will maintain itself at all times up operated the Property and to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during Property in substantially and materially its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good same condition and state of repair, subject to the terms, conditions and requirements of the Lease(s), including, without limitation, the rights of Tenants to demolish portions of their respective Units and make alterations and improvements to such Units, and subject to reasonable use, wear and tear and damage by fire or damage casualty. Purchaser acknowledges and agrees that it is acquiring the Property subject to the changes required or loss permitted to be made by fire, storm or other casualty loss exceptedthe Tenants under the current terms of the Leases. (ha) Seller will reserves the right to include this transaction as part of an Internal Revenue Code Section 1031 tax deferred exchange transaction for the benefit of Seller, and Purchaser agrees to cooperate with Seller therein, and to execute any and all documents (subject to the reasonable approval of Purchaser’s attorney) which are reasonably necessary in connection therewith, at no cost, expense or liability to Purchaser, other than attorneys’ fees, if any, charged by Purchaser’s attorney to review and approve the usual and customary agreements required to be executed by Purchaser in connection with the exchange. This Agreement shall not enter into any contract or commitmentbe contingent upon, or incur or agree subject to, Seller’s ability to incur any liabilitylocate a suitable exchange property, or make any capital expenditures, except in the normal course of businessto complete such exchange. (ib) Purchaser reserves the right to include this transaction as part of an Internal Revenue Code Section 1031 tax deferred exchange transaction for the benefit of Purchaser, and Seller agrees to cooperate with Purchaser therein, and to execute any and all documents (subject to the reasonable approval of Seller’s attorney) which are reasonably necessary in connection therewith, at no cost, expense or liability to Seller, other than attorneys’ fees, if any, charged by Seller’s attorney to review and approve the usual and customary agreements required to be executed by Seller in connection with the exchange. This Agreement shall not be contingent upon, or subject to, Purchaser’s ability to locate a suitable exchange property, or to complete such exchange. 13.3 Purchaser shall be permitted to have reasonable access to the Property from time to time, between the date of this Agreement and the Closing Date, during business hours and upon reasonable prior notice to Seller subject to the rights of Tenants under their respective Leases. Such access shall be under the supervision of Seller, Seller’s agent or representative or Seller’s real estate broker, and shall be conducted in a manner which shall not interfere with the business operations being conducted in the Property. Purchaser agrees to indemnify and hold Seller harmless for any claims, losses, suits or expenses which Seller may incur as a result of Purchaser or its principals, agents, employees, consultants or designees entering upon the Property and/or performing any inspections therein. Prior to entering the Property, Purchaser shall provide to Seller a certificate of insurance evidencing that Purchaser and/or the parties conducting the inspection(s) has comprehensive general liability insurance with a combined single limit for bodily injury and property damage of not less than One Million ($1,000,000.00) Dollars per occurrence which insurance certificate shall insure Seller and such parties as may reasonably be designated by Seller with respect to the referenced inspections at the Property. Under no circumstances shall Purchaser or its designees have any right to perform any testing whether invasive or otherwise on the Property. Notwithstanding the foregoing or anything to the contrary contained herein, Purchaser and/or Purchaser’s institutional lender shall be permitted to conduct a non-invasive phase-I environmental site assessment of the Property, and a non-invasive physical site inspection of the Property, at Purchaser’ sole cost and expense, between the date hereof and the Closing Date, subject however to Purchaser and/or Purchaser’s institutional lender complying with the terms and provisions of this Section 13.3. 13.4 Seller has heretofore delivered to Purchaser a schedule dated September 22, 2010 entitled “Bleecker Retail Revenue & Expense” (the “R&E Schedule”). Seller agrees that if required by Purchaser, prior to the Closing, in connection with the completion of a so-called “Section 314 audit”, Seller will not increase compensation payable use good faith reasonable efforts to deliver to Purchaser, to the extent in Seller’s possession, copies of checks, bank statements and/or rent deposit slips, rent check and invoices and the like in support of the information set forth in the R&E Schedule and (ii) a schedule, for the period of time beginning on the later of January 1, 2005 or the date upon which the Units were converted into retail condominiums through the date of Purchaser’s request (but in no event later that the Closing Date), indicating the (A) rent charged in connection with the leases then in effect with respect to become payable to any officerthe Units; and (B) the occupancy percentage for the Units during such time, employee or agenteach on a Unit-by-Unit basis.

Covenants of Seller. Seller represents and Principal represent and covenant covenants to Buyer that during the pending completion of the sale of the Assets contemplated hereby and as of the Closing Datethat: (a) Each and every covenant, representation and warranty set forth in Section 7 Paragraphs 1 and 3 hereof shall be true and correct in all material respectscorrect. (b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed organized corporation in good standing under the laws of its state the State of incorporationDelaware. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountantsBuyer, attorneys, consultants, his representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to all of the Assets, Seller's assets of Seller and its books, files, records and insurance policies as they relate to the assets for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets of Seller and the condition thereof. All information so obtained by Buyer and its his representatives, agents, agents and employees shall be kept confidential. (ed) Other than in favor of Buyer, Seller will not further mortgage, pledge or allow any subject to lien to be placed upon or other encumbrance any of the Assets. (fe) Seller will not acquire additional Assets or dispose of any of the Assets, Assets subject to the terms of this agreement or in any way anywise obligate itself to do so, so except in as may be expressly provided by the ordinary course terms of businessthis Agreement. (gf) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on its property and all equipment, furniture, fixtures and other personal property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller and Principal represent and covenant hereby covenants to Buyer that pending completion of that, from ------------------- the sale of Assets contemplated hereby and as of date hereof until the Closing Date, Seller will do the following or cause the following to occur: (a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of operate its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function business in the ordinary course of business and in a good manner that is consistent with the manner of operation that Seller has historically employed before the date of this Agreement. Without limiting the generality of the foregoing sentence: (i) All of the loans that are originated by Seller after the date of this Agreement shall be made in accordance with the underwriting standards in effect on the date of this Agreement and efficient manner at interest rates established from time to time by Seller pursuant to methods in keeping effect on the date of this Agreement; and (ii) Seller (A) may adjust the wages of employees paid on the basis of an hourly wage only in accordance with Sellerthe standard procedures of Seller for performance reviews and wage adjustments in effect on the date of this Agreement and (B) may not, without the prior approval of Buyer, increase the salary of any employee paid on the basis of an annual salary by more than an amount equal to 5% of the regular annual salary of any such employee for the calendar year ending December 31, 2000. (b) Seller shall permit Buyer and its representatives, and Buyer shall permit Seller and its representatives, reasonable access to their respective properties and those of their subsidiaries, and shall disclose and make available to Buyer all books, papers and records relating to the assets, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors' and stockholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files (except as necessary to preserve attorney-client privilege), plans affecting employees, and any other business activities or prospects in which each party may have a reasonable interest. Such access includes cooperation by Seller in Buyer's customary practicesenvironmental testing and examination of the Real Estate and the OREO. Neither party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any law, rule, regulation, order or judgment. Seller will use its best efforts to obtain waivers of any such restriction and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Each party shall make their respective directors, officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with the other party and its representatives, provided that such access shall be reasonably related to the transactions contemplated hereby and not unduly interfere with normal operations. (c) All information furnished by Seller to Buyer in accordance with paragraph (b) of this Section 3.01 or otherwise will be treated as the sole property of Seller until the Closing. In the event of the termination of this Agreement in accordance with the terms hereof, Buyer will return to Seller all documents or other materials containing, reflecting, referring to or prepared on the basis of such information, will keep confidential and will not disclose all such information and will not directly or indirectly use such information for any competitive or other commercial purpose. (d) Seller will afford Buyer and its accountantsnot create or allow any liens, attorneysimperfections in title, consultantscharges, representativeseasements, agents and employees, at all reasonable times, access and facilities to use, with restrictions or encumbrances in respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and Real Estate or the condition thereof. All information so obtained by Buyer and its representativesOREO, agents, and employees shall be kept confidential.other than the Permitted Exceptions (e) In the event that Seller will not mortgage, pledge is notified of any pending or allow any lien threatened condemnation proceeding relating to be placed upon any of the AssetsReal Estate or the OREO, Seller will notify Buyer of such proceeding and Seller and Buyer will cooperate in responding to any such proceeding in a manner by which the rights of Seller and Buyer to recover in such proceedings will not be prejudiced. (f) For each Asset for which casualty insurance is historically maintained by Seller, Seller will not acquire additional Assets or dispose maintain such insurance. In the event of any damage, destruction or condemnation affecting the Assets between the date hereof and the Closing Date, Seller will deliver to Buyer at the Closing the insurance or condemnation proceeds received by Seller, if any, as a result thereof, plus the amount of any deduction from such proceeds under the Assetspolicies of insurance related thereto, in any, and duly and validly assign to Buyer all of Seller's rights and claims against any third parties by reason of such damage, destruction or in any way obligate itself condemnation; provided, however, that Seller will have no obligation to do sodeliver, except and Buyer will have no right to receive, such proceeds in the ordinary course of businessevent Seller shall have previously repaired or replaced the damaged or destroyed Assets. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller agrees to observe and Principal represent perform the following covenants and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Dateagreements: (a) Each representation and warranty set forth Conduct of the Business Prior to the Closing Date. With respect to the Business, except (i) as contemplated in Section 7 hereof shall this Agreement or in Schedule 6.1, (ii) as required by any Legal Requirement or Order or (iii) as otherwise expressly consented to in writing by Buyer which consent will not be true and correct in all material respects.unreasonably withheld or delayed, prior to the Closing, Seller will, with respect to the Business: (b1) Seller will maintain itself at all times up to and including Not make or permit any material change in the Closing Date as a duly licensed corporation in good standing under general nature of the laws of its state of incorporation.Business; (c2) Seller will keep Maintain the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business in accordance with prudent business judgment and in a good consistent with past practice and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereofpolicy, and will do everything reasonably necessary to enable Buyer to make a complete examination of maintain the Assets in their present condition, reasonable wear and the condition thereof. All information so obtained by Buyer and its representativestear excepted, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien subject to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except retirements in the ordinary course of business; (3) Not enter into any material transaction or Material Contract other than in the ordinary course of business; (4) Not purchase, sell, lease, dispose of or otherwise transfer or make any Contract for the purchase, sale, lease, disposition or transfer of, or subject to Encumbrance, any material Assets other than in the ordinary course of business; (5) Not hire any new employee unless such employee is a bona fide replacement for either a presently-filled position or a vacancy in an authorized position with the Business; (6) Continue to make capital expenditures necessary to maintain, operate or repair the Assets or to replace Assets damaged or destroyed by casualty loss, and to make Mandated Capital Expenditures, in each case in the ordinary course of business in accordance with prudent business judgment and consistent with past practice and policy, including capital expenditures required to (i) provide service to ensure adequate transmission or distribution facilities under power supply contracts, and (ii) fulfill requirements under the Certificate of Public Convenience and Necessity. Notwithstanding the foregoing, Seller will not be required to make any capital expenditures relating to any capital project that is not included in the applicable Capital Budget unless such expenditures are required to comply with either a tariff for the Business or a mandate by a Governmental Body (in either case, "Mandated Capital Expenditures"). For purposes of clarification, Mandated Capital Expenditures also shall include, without duplication, expenditures to purchase materials, supplies and other capital items that are dedicated to, but as of Closing have not been used in, mandated capital projects and other expenditures relating to mandated capital projects that are recorded as an asset of the Business as of the Closing Date to the extent such expenditures are normally recoverable through rates, including all such expenditures recorded in the Preliminary Survey and Investigation account of the Business. If Seller becomes obligated to incur any Mandated Capital Expenditures, then Seller shall provide to Buyer a written description of the mandated capital project to which the expenditures relate. Seller also shall deliver to Buyer a copy of the 2002 Capital Budget promptly after it is approved by the Board of Directors of Seller. If at Closing Seller's actual 2002 capital expenditures for the Business through the day immediately preceding the Closing Date are less than the capital expenditures proposed in such approved fiscal year 2002 Capital Budget, then Seller nonetheless shall be deemed to have complied with this Section 6.1(a)(6) if such actual 2002 capital expenditures reasonably approximate an appropriate proportion of such approved 2002 budgeted capital expenditures in light of the number of months in 2002 that have passed prior to the Closing Date, the project timelines used by Seller to plan for and to complete the various approved capital projects, and other facts and circumstances relating to when such approved capital expenditures should reasonably be expected to have been incurred during the 2002 fiscal year; (7) Comply in all material respects with all applicable material Legal Requirements and Orders, including without limitation those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith; (8) Except in the ordinary course of business or in accordance with the terms of any existing Contract, Employee Plan or collective bargaining agreement, not grant any material increase or change in total compensation or benefits (taken as a whole) to any of the Transferred Employees or enter into any employment, severance or similar Contract with any Person or amend any such existing Contracts to increase any amounts payable thereunder or benefits provided thereunder, provided that Seller agrees to consult with Buyer prior to granting any increase in the aggregate recurring cash compensation of the non-union Transferred Employees by an amount in excess of three percent (3%) in any year; (9) Not terminate any Material Contract except in the case of a breach of such Contract by the other party thereto; or (10) Not create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for money borrowed other than in the ordinary course of business (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money borrowed), except in connection with additional borrowings under the Existing Loan Documents and any renewal, extension, rearrangement or refunding of any indebtedness created under or evidenced by the Existing Loan Documents, and except pursuant to advances made by Seller to the Business. (gb) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of Access to the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.Business,

Covenants of Seller. Seller hereby covenants from and Principal represent and covenant to Buyer that pending completion of after the sale of Assets contemplated hereby and Effective Date as of the Closing Datefollows: (a) Each representation 7.3.1. To cause to be in force fire and warranty set forth in Section 7 hereof shall be true extended coverage insurance upon the Real Property, and correct in all material respects. (b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, public liability insurance with respect to damage or injury to persons or property occurring on the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereofReal Property in at least such amounts, and will do everything reasonably necessary to enable Buyer to make a complete examination of with the Assets and same deductibles, as are maintained by Seller on the condition thereof. All information so obtained by Buyer and its representativesdate hereof, agents, and employees shall be kept confidentialif any. (e) Seller will not mortgage, pledge or allow 7.3.2. To maintain any lien to be placed upon any of building constituting an improvement on the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except Real Property in the ordinary course same physical condition as it was at the date of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repairBuyer’s inspection, reasonable wear and tear or damage or loss by fireexcepted, storm or other casualty loss exceptedand to perform all normal maintenance from and after the Effective Date in the same fashion as prior to the Effective Date. (h) 7.3.3. To take no action which would make any representation or warranty made by Seller will under this Agreement untrue or misleading. 7.3.4. To not enter into any contract new lease with respect to the Real Property, without Buyer’s prior written consent, which shall not be unreasonably withheld. Exercise of a mandatory renewal option shall not be considered a new lease. To the extent specifically disclosed to Buyer in connection with any request for approval, any brokerage commission and the cost of Tenant improvements or commitmentother allowances 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, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable modify or cancel any existing Lease covering space in the Real Property without first obtaining the written consent of Buyer which shall not be unreasonably withheld. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this paragraph in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be consent. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s reasonable refusal to consent thereto shall constitute a default hereunder. 7.3.5. To not voluntarily sell, assign, or convey any right, title, or interest whatsoever in or to become payable the Real Property, or create or permit to attach any officerlien, employee security interest, easement, or agentencumbrance affecting the Real Property (other than the Permitted Exceptions). 7.3.6. To not, without Buyer’s written approval, (a) amend or waive any right under any Contract, or (b) enter into any service, operating or maintenance agreement affecting the Real Property that would survive the Close of Escrow and be terminable on more than thirty (30) days notice. 7.3.7. To fully and timely comply with all material obligations to be performed by Seller under the Lease and Contracts, and all Permits, licenses, governmental approvals and laws, regulations and orders applicable to the Real Property. 7.3.8. To provide Buyer with copies of (a) any default letters sent to or received from Tenant and, (b) any copies of correspondence received from Tenant that it is discontinuing operations at the Property or seeking to re-negotiate its lease and (c) notices of bankruptcy filings received with respect to Tenant. 7.3.9. To use diligent efforts to obtain a subordination, attornment and non-disturbance agreement and estoppel certificate from the Tenant, on the form provided by Buyer. 7.3.10. To terminate prior to Closing any management agreements and/or leasing agreements that exist on the Property as of the Effective Date. 7.3.11. To operate the Real Property from and after the date hereof in substantially the same manner as on the Effective Date.

Covenants of Seller. (a) Seller agrees that from the date of this Agreement to the Closing, it will: (i) operate the Property only in a commercially reasonable manner, and Principal represent use its reasonable efforts to preserve its relations with tenants and covenant others having business dealings with it; (ii) operate and maintain the Property as required by the Leases, and otherwise maintain the Property in its present condition, make all necessary repairs (including repairs to Buyer that pending completion of building systems), and deliver the sale of Assets contemplated hereby and Property as of the Closing substantially in the condition it is in on the Effective Date: , ordinary wear and tear, and damage by fire or other casualty excepted; (aiii) Each representation maintain Seller's current fire and warranty casualty insurance (such insurance to be canceled by Seller promptly after the Closing, subject to resolution of any pending claims thereunder and with tail insurance if such coverage is claims made coverage); (iv) not mortgage or encumber any part of the Property or take or suffer any other action affecting title to the Property, nor enter into any loan secured by the Property, without the prior written consent of Buyer; (v) not make any commitment or incur any liability to any labor union, through negotiations or otherwise, with respect to the Property; and (vi) not become a party to any new licenses, equipment leases, contracts or agreements of any kind relating to the Property other than Leases, except as set forth below and such contracts or agreements as will be terminated at or prior to Closing without cost or expense to Buyer or contracts which Buyer agrees in its sole discretion to assume at Closing, without having obtained in each case the prior written consent of Buyer. Seller agrees it will not take any of the aforementioned actions in this Section 7 hereof shall be true and correct in all material respects11(a) from the date of this Agreement to the expiration of the Study Period without providing Buyer with 2 days prior written notice, provided, however, that during such period, Buyer's consent is not required. (b) Seller will maintain itself at all times up agrees that from the expiration of the Study Period until the Closing, it will: (i) not cancel or terminate (except for nonpayment of rent in the case of Leases), modify or amend any of the Leases, or accept surrender thereof, enter into any new leases, or consent to the assignment, subletting or mortgaging of any lease or space, without having obtained in each case the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed (any such approved new Leases being herein referred to as "NEW LEASES" and including the Closing Date Leases to be modified or amended by any such approved modification or amendment being referred to herein as a duly licensed corporation in good standing under the laws of its state of incorporation. "MODIFIED LEASES"); (cii) Seller will keep the Business open during its usual execute and customary hours and cause the Business to function deliver in the ordinary course of business all New Leases and modifications or amendments of Modified Leases approved by Buyer in a good accordance with clause (i); (iii) comply with and efficient manner perform all provisions and obligations to the complied with and/or performed by the Seller under Leases, the New Leases and the Modified Leases; (iv) promptly provide Buyer with copies of all written notices delivered or received under the Leases, New Leases or Modified Leases, and all sales reports and correspondence received from tenants, neighboring property owners, any insurance company which carries insurance on the Property, any governmental authorities, or from any other person or entity with respect to the Property or any portion thereof; and (v) use reasonable efforts prior to the Closing Date to satisfy all conditions to Closing. Seller agrees it will not take any of the aforementioned actions in keeping this Section 11(b) from the date of this Agreement to expiration of the Study Period without providing Buyer with 2 days prior written notice, provided, however, that during such period Buyer's consent is not required.. (c) In the event that the Closing occurs hereunder and the Buyer shall have approved the Seller's customary practicesentry into any New Leases or the modification or amendment of any Existing Leases in accordance with clause (i) of Section 11(b), then the Buyer shall pay to the Seller at closing: (X) on account of each New Lease an amount equal to the sum of the leasing commissions incurred in connection with such New Lease, plus the amount of all tenant work and tenant allowances paid by the Seller under such New Lease and Buyer shall be liable for any remaining leasing commissions, tenant work and tenant allowances due under such New Lease and (y) on account of each Modified Lease, an amount equal to the sum of the leasing commissions incurred in connection with the modification or amendment of such Modified Lease, plus the amount of all tenant work and tenant allowances paid by the Seller as a result of the modification or amendment of such Modified Lease and Buyer shall be liable for any remaining leasing commissions, tenant work and tenant allowances due under such Modified Lease. Buyer shall be responsible for payment of all leasing commissions and costs of tenant work/improvements in connection with Existing Leases after the date of Closing with respect to any expansion, option to renew or extend the Lease or any unexercised termination or cancellation right. (d) Seller will afford shall promptly advise Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to of any written notice of litigation received by Seller that may affect the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination ownership or operation of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidentialProperty. (e) Seller will not mortgageshall use commercially reasonable efforts to obtain and deliver to Buyer prior to the Closing Date, pledge or allow any lien to be placed upon any Tenant Estoppels from all of the Assetstenants under all of the Leases provided, however, Seller shall only be required to provide Tenant Estoppels as provided in Section 6(a) hereto. (f) Seller will shall not acquire additional Assets or dispose of any of affirmatively encumber the Assets, or in any way obligate itself to do soProperty, except in the ordinary course of businessas required by court order or as required by law. (g) Seller will keep all of its insurable Assets insured shall not list the Property or any part thereof with any broker or otherwise solicit or make or accept any offers to sell the Property or any part thereof, engage in accordance any discussions or negotiations with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part respect to the sale or disposition of the Assets in a good condition and state of repairProperty or any part thereof with any third party, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract contract, agreement or commitment, letter of intent regarding the disposition of the Property or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of businesspart thereof. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date: (a) Each representation During the pendency of this Agreement and warranty set forth for so long as Buyer is not in default hereunder, Seller shall not enter into any new Lease without the prior written approval of Buyer, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that following the expiration of the Review Period, Buyer's approval may be granted or withheld in Buyer's sole and absolute discretion. Buyer agrees to provide Seller with written notice of its reasonable objections to any new Leases submitted to Buyer for approval pursuant to this Section 7 hereof 7(a), and any new Leases for which such ------------ notice is not delivered within three (3) business days shall be true deemed satisfactory and correct in approved. At Closing, Buyer shall pay to Seller a commission of $2.50 per rentable square foot for any new Lease (other than Tweeters or NEAC) entered into by Seller following Effective Date which was approved by Buyer, and at Closing, Buyer shall reimburse Seller and/or assume all material respectsobligations with respect to each such new Lease, including any obligations for tenant improvements or other concessions, as appropriate. (b) Seller will maintain itself at all times up to and including Until the Closing Date as a duly licensed corporation in Date, Seller shall exercise good standing under faith to operate and maintain the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except Property in the ordinary course of business, and to comply with the material provisions of the Leases and applicable law, regulations and agreements, consistent with past practices. (gc) Buyer and Seller acknowledge that Seller is currently negotiating with Consolidated Theatres and its lender the form of a landlord's waiver, whereby landlord will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur waive or subordinate any liability, and all claims it may now or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or future have with respect to become payable such tenant's personal property in and improvements to any officerits premises to the extent pledged as collateral for a loan to such tenant, employee or agent.provided that such pledge is consistent with Section 11(j)

Covenants of Seller. Seller covenants and Principal represent and covenant to agrees with Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Datethat: (a) Each representation Prior to Closing, Seller will make available to Buyer for examination at Seller’s offices all title, legal, engineering, environmental, accounting and warranty set forth other material information relating to the ownership and operation of the Assets insofar as the same are in Section 7 hereof Seller’s possession and will cooperate with Buyer in Buyer’s efforts to obtain from third parties, at Buyer’s expense, such additional information relating to the Assets as Buyer may reasonably request. Seller shall permit Buyer, at Buyer’s expense, to inspect and photocopy such information and records at any reasonable time, but only to the extent, in each case, that Seller may do so without violating any contractual commitment to a third party. Seller shall not be true and correct obligated to obtain new abstracts, title opinions or additional title information, but shall cooperate with Buyer in all material respectsBuyer’s efforts to obtain, at Buyer’s expense, such additional title information as Buyer may reasonably request. (b) After the Effective Time and prior to Closing, Seller has and will continue to cause the Assets operated by Seller to be produced, operated and maintained in a good and workmanlike manner consistent with prior practices, will not abandon any of the Assets, will maintain insurance now in force with respect to the Assets, will pay or cause to be paid all costs and expenses due to be paid in connection therewith, will keep the Leases in full force and effect and will perform and comply with all the covenants and conditions contained in the Leases and all agreements relating to the Assets; provided, however, in the absence of Buyer’s prior written consent, Seller shall not conduct or authorize any operation on the Leases requiring authority for expenditure approval by working interest owners under applicable operating agreements, or an expenditure of $50,000.00 or more for the entire 100% of the working interest, of any single project (except emergency operations; however, Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws notify Buyer immediately of its state of incorporationany such emergency operations). (c) Without the prior written consent of Buyer, Seller shall not enter into any new material agreements or commitments with respect to the Assets, will keep not modify, terminate or settle any dispute arising out of any of the Business open during its usual agreements relating to the Assets and customary hours and cause will not encumber, sell, transfer, assign, convey, farmout or otherwise dispose of any of the Business to function Assets other than (i) dispositions of personal property which is replaced by equivalent property or consumed in the ordinary course normal operation of business the Assets, and in (ii) entering into crude oil and natural gas marketing contracts, or extensions thereof, for a good and efficient manner in keeping with Seller's customary practicesterm not to exceed one (1) month. (d) Seller will afford Buyer shall promptly make requests of such third parties in compliance with applicable agreements of which Seller has knowledge, that any required consents be given or waived and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall that any preferential rights be kept confidentialwaived. (e) Seller will not mortgageshall permit Buyer’s authorized representatives to consult with Seller and its agents and employees during reasonable business hours and to conduct, pledge or allow at Buyer’s sole risk and expense, on-site inspections, tests and inventories of the Assets and inspect and examine all well logs and geological and geophysical data (subject to Seller’s license agreements governing access to and use of such data, if any) relating to the Assets. During any lien such inspections of the Assets, Buyer and Buyer’s representatives shall have the right to be placed upon any review the Assets and all facilities used in connection with the operation thereof to determine the condition of the Assets. (f) Seller will not acquire additional Assets or dispose of any use its reasonable best efforts to obtain the satisfaction of the Assets, or conditions to Closing set forth in any way obligate itself to do so, except in the ordinary course of businessSection 7.01 hereof. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. The Seller covenants and Principal represent and covenant to Buyer that pending completion of agrees with the sale of Assets contemplated hereby and Company as of the Closing Datefollows: (a) Each representation The chief executive office of each of the Seller, the Parent and warranty set forth Wurlitzer is located in Section 7 hereof Loveland, Ohio. Originals or duplicates of Documents evidencing all Receivables are kept at, and only at, said offices, or at Parent offices located in Loveland, Ohio, and neither the Parent nor the Seller nor Wurlitzer will move its chief executive office or permit the Documents and books evidencing the Receivables to be moved unless (i) the Seller shall be true have given to the Company and correct GECC not less than 45 days' prior written notice thereof, clearly describing the new location, and (ii) the Seller shall have taken such action, satisfactory to the Company and GECC, to maintain the title or ownership of the Company and any security interest of, or any filing in respect of title of, the Company or the Collateral Agent in the Receivables at all material respectstimes fully perfected and in full force and effect. (b) Seller The Seller, the Parent and Wurlitzer shall duly fulfill all obligations on their part to be fulfilled under or in connection with the Receivables, including complying with all requirements of law applicable thereto, and will maintain itself at all times up do nothing to impair the right, title and including interest of the Closing Date as Company in the Receivables; PROVIDED, HOWEVER, that an adjustment or compromise of a duly licensed corporation in good standing under the laws Receivable pursuant to Section 5.06 shall not be deemed to be a violation of its state of incorporationthis paragraph. (c) The Seller will keep agrees to indemnify, defend and hold the Business open during Company harmless from and against any and all loss, liability, damage, judgment, claim, deficiency or expense (including interest, penalties, reasonable attorneys' fees and disbursements and amounts paid in settlement) to which the Company may become subject insofar as such loss, liability, damage, judgment, claim, deficiency or expense arises out of, is based upon or relates to (i) a breach by the Seller of any warranty, representation, covenant or agreement contained in this Agreement; (ii) any Receivable sold by the Seller to the Company hereunder on any Purchase Date not being an Eligible Receivable on the date of purchase by the Company; (iii) any breach by the Seller, the Parent or a Subsidiary of any obligation under a Receivable or under any other agreement between the Seller, the Parent or a Subsidiary and the Obligor under the related Receivable or any indebtedness or liability at any time owing to or in favor of such Obligor by the Seller, the Parent or any Subsidiary in connection therewith; (iv) any claim or demand of a Person claiming a Receivable sold by the Seller to the Company hereunder or claiming any interest therein adverse to the Company; or (v) this Agreement or the acquisition or ownership by the Company of the Receivables; provided, that the Seller shall have no liability for any loss, claim or amount pursuant to this clause (v) to the extent that such loss, claim or amount is found to have resulted from the negligence, bad faith or wilful misconduct of the Company or a breach by the Company of its usual obligations hereunder. The obligations of the Seller under this Section 3.03(c) shall be considered to have been relied upon by the Company and customary hours shall survive the execution and cause delivery of this Agreement regardless of any investigation made by the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practicesCompany or on its behalf. (d) The Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect shall defend each Receivable sold by it to the AssetsCompany and not repurchased by it against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Company through the Seller, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make Parent or a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidentialSubsidiary. (e) The Seller will not mortgageexecute any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to any Receivables sold to the Company, pledge except any financing statements filed or allow any lien to be placed upon any filed in respect of and covering the purchase of the AssetsReceivables by the Company pursuant to this Agreement and the security interest created in favor of the Collateral Agent pursuant to the Security Agreement. (f) The Seller shall at its expense perform all acts and execute all documents reasonably requested by the Company at any time to evidence, perfect, maintain and enforce the title or the security interest of the Company or the Collateral Agent in the Receivables and the priority thereof. The Seller will, at the reasonable request of a duly authorized officer of the Company, execute and deliver financing statements relating to or covering the Receivables sold to the Company (reasonably satisfactory in form and substance to the Company) and, where permitted by law, the Seller will not acquire additional Assets authorize the Company to file one or dispose of any of more financing statements signed only by the Assets, or in any way obligate itself to do so, except in the ordinary course of businessCompany. (g) The Seller will keep shall use all reasonable measures to prevent or minimize any loss being realized on a Receivable in which the Company owns an interest and shall take all reasonable steps to recover the full amount of such loss. The Seller shall, at its insurable Assets insured in accordance with its present practiceown expense, and it will maintain, preserve and keep all improvements on property constituting a part take such steps as are necessary to maintain perfection of the Assets security interest created by each Receivable in the related goods and merchandise subject thereto. The Seller shall use its best efforts, consistent with prudent servicing procedures, to repossess or otherwise convert the ownership of the goods or merchandise securing any Receivable which becomes an Uncollectible Receivable. The Seller shall follow such practices and procedures for servicing the Receivables as would be customary and usual for a good condition prudent commercial lender under similar circumstances, including using reasonable efforts to realize upon any recourse to the dealer of the goods or merchandise securing a Receivable and state of repair, reasonable wear and tear selling such goods or damage merchandise at a public or loss by fire, storm or other casualty loss exceptedprivate sale. (h) The Seller will not enter into any contract or commitment, or incur or agree agrees to incur any liability, or make any capital expenditures, except in immediately cease selling Receivables to the normal course Company pursuant to this Agreement upon the occurrence of businessa Wind-Down Date. (i) Except for the sale of Receivables to the Company pursuant to the terms hereof, the Seller will shall not increase compensation payable sell all or substantially all of its property and assets to, or consolidate with or merge into, any other corporation, unless (x) the obligations of the Seller under this Agreement shall be expressly and effectively assumed by such transferee or purchasing or successor corporation, (y) immediately after giving effect to become payable such sale, transfer or other disposition or consolidation or merger, no Seller Event of Default shall have occurred and be continuing and (z) unless such transferee or purchasing or successor corporation is the Parent, the Seller shall have obtained the prior written consent of GECC; provided that nothing contained in this Agreement shall prevent the Seller from merging into itself any other corporation which is a Subsidiary of the Parent or acquiring by purchase or otherwise all or any part of the, share capital, other securities or property of any other corporation which is a Subsidiary of the Parent, provided that no Seller Event of Default shall have occurred and be continuing or would result from such transaction. (j) The Seller shall permit the Company, the Collateral Agent or their duly authorized representatives, attorneys or auditors to inspect the Receivables, the Documents and the related accounts, records and computer systems maintained by the Seller at such times as the Company or the Collateral Agent may reasonably request. Upon instructions from the Company or the Collateral Agent, the Seller shall release any Document to the Company or the Collateral Agent, as the case may be. (k) The Seller shall deliver to the Company, (i) on or before March 30, 1991 and (ii) on each March 30th thereafter, an officer's certificate signed by the President or any Vice President of the Seller, dated as of December 31 of the preceding year, stating that (a) a review of the activities of the Seller during the preceding 12-month period and of its performance under this Agreement has been made under such officer's supervision and (b) to the best of such officer's knowledge, based on such review, the Seller has fulfilled its obligations under the Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. (l) The Seller shall provide such cooperation, information and assistance, and prepare and supply the Company with such data regarding the performance by the Obligors of their obligations under the Receivables and the performance by the Seller of its obligations under the Seller Documents, as may be reasonably requested by the Company from time to time in connection with any audit of the financial statements or books and records of the Company. (m) The Seller shall maintain its facility from which it services the Receivables in its present condition, ordinary wear and tear excepted, or such other facility of similar quality, security and safety as the Seller may select from time to time. The Seller shall make all property tax payments, lease payments and all other payments with respect to such facility. The Seller shall, until the payment in full of all Senior Indebtedness, (i) ensure that the Collateral Agent shall have complete and unrestricted access during regular business hours upon reasonable notice, at the Seller's expense, to such facility and all computers and other systems relating to the servicing of the Receivables and all persons employed at such facility, (ii) use its best efforts to retain the employees based at such facility to provide assistance to the Collateral Agent and (iii) continue to store on a daily basis all back-up files relating to the Receivables and the servicing of the Receivables at the current facilities used for such purpose or such other storage facility of similar quality, security and safety as the Seller may select from time to time. The Seller shall cooperate with the Collateral Agent in connection with the writing and development of a conversion program (to be retained by the Collateral Agent) in respect of all computer files relating to the Receivables or the servicing and collection thereof (including but not limited to each of the computer files listed on Schedule 3.03(m) hereto). (n) Seller shall at all times maintain in effect interest-rate cap agreements with respect to no less than 80% of an amount equal to (i) the Credits Outstanding, less (ii) the Fixed Amount. With respect to any officerinterest-rate cap purchased or maintained hereunder, employee Seller shall use its best efforts to secure the acknowledgement of its counterparty that Seller's right to receive payments thereunder is subject to a first priority Lien in favor of the Collateral Agent or agentshall otherwise assign such right to the Collateral Agent. (o) As long as this Agreement remains in effect, Seller shall deliver or cause to be delivered to Company: (1) Within 30 days after the end of each fiscal month, Parent's consolidated and consolidating unaudited balance sheet as of the close of such month and the related statements of income and changes in financial position for such month, all prepared by Parent in conformity with GAAP, and accompanied by the certification of Parent's chief executive officer or chief financial officer that such financial statements present fairly the financial position of Parent as at the end of such month and that there is no Seller Event of Default or Collection Agent Event of Default, or event which with the passage of time or the giving of notice or both would constitute a Seller Event of Default or Collection Agent Event of Default. (2) Within 120 days after the close of each fiscal year of the Parent, a copy of Parent's annual financial statements, consisting of a balance sheet and statements of income and changes in financial position, all prepared in conformity with GAAP, certified without qualification, except for changes in accounting principles with which the accountants agree, litigation or tax controversies which are being contested in good faith, by the independent certified public accountants regularly retained by Parent and acceptable to Seller, and accompanied by a certificate from such accountants to the effect that during the course of their examination they have not become aware of any Seller Event of Default or Collection Agent Event of Default, or event which with the passage of time or giving of notice or both would constitute a Seller Event of Default or Collection Agent Event of Default (it being understood that such accountants shall not be required to undertake any investigation other than as may be required in accordance with generally accepted auditing standards and that such accountants must have actual knowledge of such Seller Event of Default or Collection Agent Event of Default other than of a financial or accounting nature). (3) Not later than December 15 of each year, on a consolidated and consolidating basis; (i) projected balance sheets for the forthcoming 12 fiscal months, month by month; (ii) a projected cash flow statement, including reasonable details of cash disbursements, for the forthcoming 12 fiscal months, month by month; and (iii) a projected income statement for the forthcoming 12 months, month by month, together with appropriate supporting details as requested by Seller. (4) Such other information respecting the business, financial condition or prospects of the Parent or the Seller as Seller or GECC may, from time to time, request.

Covenants of Seller. 4.1 So long as this Agreement is in effect, Seller and Principal represent and covenant to Buyer covenants that pending completion of it will not, without the sale of Assets contemplated hereby and as of the Closing DateBuyer's prior written approval, which shall not be unreasonably withheld: (a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Seller will maintain itself at all times up Create, assume or suffer to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountantsexist, attorneysdirectly or indirectly, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not any mortgage, pledge deed of trust or allow Lien of any lien to be placed nature whatsoever, upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Station Assets, now owned or in any way obligate itself to do sohereafter as acquired, except excluding, Liens incurred in the ordinary course of business. (gb) Seller will keep Sell, transfer, lease or otherwise dispose of any of the Station Assets excepts in connection with the acquisition of replacement property of equivalent kind and value. (c) Enter into any agreement to consolidate or merge with or into, or to sell all or substantially all of its insurable Assets insured in accordance with its present practicecapital stock, and it will maintainproperties or assets to, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear any person or damage or loss by fire, storm or other casualty loss exceptedentity. (hd) Seller will not enter Enter into any contract agreement or commitmentgrant any person or entity a right to purchase the Station's FCC licenses or all or substantially all of the Station Assets. (e) Enter into any agreement or take any other action that would interfere with, or incur prevent, Seller from transferring the Station Assets to Buyer as contemplated hereunder or agree under the Purchase Agreement. (f) Take any action that jeopardizes the validity or enforce ability of or rights under the Station's FCC licenses. 4.2 So long as this Agreement is in effect, Seller covenants that it will: (a) Subject to incur any liabilitythe terms and conditions of the TBA, or make any capital expenditures, except (i) carry on the business and activities of the Station in the normal ordinary course of business, consistent with past practices of Seller, (ii) pay or otherwise satisfy all obligations of the Station as they come due and payable; (iii) maintain all Station Assets in customary repair, order and condition; and (iv) maintain their books of account, records and files in substantially the same manner as heretofore maintained. (ib) Seller will Maintain the validity of the Station's FCC licenses, comply in all material respects with all requirements of the Station's FCC licenses and the rules and regulations of the FCC, and deliver to Buyer, within ten (10) days after filing, copies of any reports, applications or responses to the FCC related to the Station that are filed from and after the date hereof. (c) Maintain in full force and effect all existing casualty, liability and other insurance insuring the Station and the Station Assets in amounts not increase compensation payable less than those in effect on the date hereof. (d) Upon receiving notice or otherwise becoming aware of any violation relating to become payable the Station's FCC licenses, any violation by the Station of any rules and regulations of the FCC or any material violations under any other applicable laws and regulations, promptly notify Buyer and, at Seller's expense, use reasonable commercial efforts to any officer, employee or agentcure all such violations in a timely fashion.

Covenants of Seller. Prior to the Closing, unless expressly required of Seller by other provisions of this Agreement or unless Buyer otherwise agrees in writing, Seller shall, and shall cause the Selling Affiliates to: (a) keep in full force and effect its corporate existence and all material rights and franchises relating or pertaining to the Purchased Assets and the Acquired Business and maintain in full force and effect the existence of, and Seller’s right, title and interest in, all of the material Intellectual Property included in the Purchased Assets; (b) use its commercially reasonable efforts to carry on the Acquired Business in the Ordinary Course of Business and use its commercially reasonable efforts to keep the Acquired Business intact, including its present employees and its present relationships with lessors, licensors, suppliers and customers and others having business relations with the Acquired Business, and promote the smooth transition of the Acquired Business to Buyer; (c) (i) comply with all legal requirements (other than any failure to so comply where the effect of such failure would be immaterial) and material contractual obligations applicable to the operations of the Purchased Assets and (ii) pay all Liabilities and applicable Taxes (other than Taxes described in Section 2.2(b)(iv)(A) to the extent such Taxes will not affect the Purchased Assets or the Acquired Business after the Closing) with respect thereto when due and payable (unless being contested in good faith); (d) file any forms or related material that Seller or any Selling Affiliate may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and applicable non-U.S. regulatory filings regimes, use reasonable efforts to obtain termination of the applicable waiting period, and make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith; (e) as reasonably requested by Buyer, meet and confer with representatives of Buyer to discuss transition matters relating to, and the general status of, the Acquired Business and the Purchased Assets; (f) cooperate with Buyer, use its commercially reasonable efforts to cause the conditions to Buyer’s obligation to close to be satisfied (including the execution and delivery of all agreements contemplated hereunder to be so executed and delivered and the making and obtaining of all third party and governmental filings, authorizations, approvals, consents, assignments, releases and terminations required to be obtained by Seller and Principal represent and covenant the Selling Affiliates hereunder); provided that notwithstanding the foregoing, Seller will provide copies of all documentation necessary to comply with this Section 4.1(f) to Buyer that pending completion for its review and approval prior to submitting such documentation to the appropriate Persons; (g) to the extent any such action would affect the Purchased Assets or the Acquired Business after the Closing, and without the written consent of Buyer, which shall not be unreasonably withheld or delayed, not (i) make or change any Tax election, (ii) adopt or change any accounting method in respect of Taxes, (iii) settle or compromise any liability for Taxes, (iv) consent to any extension or waiver of the sale limitation period relating to Taxes, (v) prepare any Tax Returns in a manner which is inconsistent with the past practices of Assets Seller or the Selling Affiliates or (vi) file an amended Tax Return or a claim for refund of Taxes; (h) not make, grant or promise any bonus or any wage, salary or compensation increase to any Scheduled Employee or not make, grant or promise any material increase in any Employee Benefit Plan or other benefit plan or arrangement applicable to Scheduled Employees; (i) not (i) terminate the employment of any employee who would be a Scheduled Employee if such person remained an employee as of the Closing Date or (ii) hire any employee or consultant who is wholly or mainly assigned to work in Uniface or Changepoint; provided, that with respect to the hiring of any such employees or consultants, the prior written consent of Xxxxx Xxxxxxxx of Buyer shall be required (such consent not to be unreasonably withheld); (j) with respect to the transactions contemplated hereby by this Agreement, give any notice required under any law or collective bargaining agreement and satisfy all bargaining obligations with any employee representative; (k) take any action necessary to ensure that all Scheduled Employees are vested in all unvested retirement or severance benefits as of the Closing; (l) not extend or delay the payment of any accounts payable, except with respect to any amounts that are subject to good faith disputes; (m) (i) not accelerate, settle, discount or compromise any accounts receivable or (ii) reverse any reserves (except to the extent in accordance with GAAP and consistent with past practice), with respect thereto; (n) not adopt or change accounting policies or procedures as they relate to the Acquired Business with respect to doubtful accounts or other reserves, billing and invoicing policies, or payment or collection policies; or (o) not take any action (or agree or commit to take any action) that, if taken prior to the date of this Agreement, would require disclosure under Section 5.6 or otherwise constitute a breach thereof as of the Closing Date: (a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller covenants and Principal represent agrees from and covenant to Buyer that pending completion of after the sale of Assets contemplated hereby and as of the Closing Date: (a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Seller will maintain itself at all times up Execution Date to and including the Closing Date as a duly licensed corporation follows: 1. Seller shall use reasonable best efforts to cause the transactions contemplated by this Agreement to be consummated in good standing accordance with the terms hereof, and without limiting the generality of the foregoing, use reasonable best efforts to obtain all necessary approvals, consents, and other authorizations required under the laws of its state of incorporationthis Agreement. 2. Seller shall (a) maintain the Licenses in full force and effect and shall not take any action that might have a material adverse effect on the Licenses or Seller’s ability to consummate the transactions contemplated by this Agreement (and without limiting the foregoing, Seller shall pay applicable taxes and regulatory fees relating to the Licenses and file required regulatory reports with the FCC, and otherwise comply in all material respects with all laws, ordinances, rules, regulations and orders applicable to the Licenses and the transactions contemplated by this Agreement); (b) not (i) take or agree to take any action that would cause or be reasonably likely to cause any of the representations or warranties of Seller to be inaccurate in any respect, at, or as of any time prior to, the Closing Date, or (ii) omit or agree to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time; and (c) Seller will keep use reasonable efforts to remove any claims, interests and encumbrances (“Liens”) of which it becomes aware, and not sell, dispose, encumber or permit the Business open during its usual and customary hours and cause sale, disposal or encumbrance of the Business to function Licenses other than in connection with the ordinary course of business and transactions contemplated by this Agreement, or solicit inquiries or proposals, furnish any non-public information or initiate or participate in a good and efficient manner in keeping any negotiations or discussions whatsoever with Seller's customary practicesrespect thereto. (d) 3. Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) ensure that all employees, subscribers and any other persons under the control of, or authorized by, Seller will shall not increase compensation payable operate on the frequencies associated with the Licenses (“Frequencies”) on or after the Closing Date, (ii) use reasonable efforts to become payable terminate the rights of any persons to operate on the Frequencies pursuant to the authority provided by the Licenses on or after the Closing Date, and (iii) notify Buyer promptly as soon as it becomes aware of any officerpersons operating on the Frequencies pursuant to the authority provided by the Licenses prior to the Closing Date. 4. Seller shall not take any action that would be reasonably likely to have a material adverse effect on the Skybridge Petition or the Renewal Applications and, employee or agentsubject to Section 11.B, Seller shall continue to prosecute and pursue the grant of the Skybridge Petition and the Renewal Applications.

Covenants of Seller. (a) Seller agrees that, at all times between the date hereof and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date, unless Buyer and Seller shall otherwise agree in writing, and except as set forth in Schedule 5.1, Seller shall use its commercially reasonable efforts to: (ai) Each representation manage the Purchased Assets only in the usual, regular and warranty set forth ordinary manner generally consistent with past practices taken as a whole; provided that Seller shall obtain the prior written consent of Buyer, which consent will not be unreasonably delayed or withheld, prior to incurring any obligation, or a related series of obligations, in Section 7 hereof shall excess of $100,000 to be true included in the Assumed Liabilities; (ii) maintain the books of account and correct records exclusively relating to the Purchased Assets in the usual, regular and ordinary manner, on a basis consistent with past practice, and comply with all material respectslaws applicable to the conduct of the Business with respect to the Purchased Assets and perform its material obligations relating to the Business with respect to the Purchased Assets without default; (iii) Seller will not make any wholesale, remainder or other bulk sale of any portion of its Inventory to a third-party purchaser unless making appropriate provisions to cause all accounts receivable (and proceeds) derived therefrom to be included in the Purchased Assets in accordance with the provisions of Section 1.1(a)(vii) herein, and will not factor, sell, encumber or otherwise dispose of any accounts receivable or offer on a widespread basis discounts or similar incentives to accelerate the collection of accounts receivable; and (iv) not agree, commit or arrange to take any action not consistent with the foregoing. (b) Seller will maintain itself at all times up to Between the date of this Agreement and including the Closing Date as a duly licensed corporation in good standing under Date, Seller shall afford to the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountantsofficers, employees, consultants, attorneys, consultantsagents, representativesaccountants and other representatives ("Agents") of Buyer and the lender to Buyer or its Affiliates (the "Buyer's Lender") access, agents during regular business hours and employeesupon reasonable advance written notice, at all reasonable times, access and facilities to use, with respect to the Assetsassets, books and records of Seller relating exclusively to those assets set forth in Section 1.1(a) hereof, other than those assets set forth in Section 1.1(a)(viii) hereof, subject to reasonable rules and regulations of Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary furnish to enable Buyer, Buyer's Agents or Buyer's Lender, after delivery to Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representativesSeller Financial Statements (as defined in Section 5.6(b) hereof), agentsinterim financial statements, and employees which shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any prepared on a basis consistent with the preparation of the Assets. (f) Seller will not acquire additional Assets Financial Statements, as Buyer may reasonably request. No investigation by or dispose on behalf of any of Buyer shall affect the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, representations and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.warranties of

Covenants of Seller. Seller (a) Between the date hereof and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date, Seller shall: (ai) Each representation operate, manage and warranty set forth maintain the Property in Section 7 hereof shall be true a normal businesslike manner consistent with current practice and correct keep on hand materials, supplies, equipment, inventory and other personal property for the efficient operation and management of the Property, all in all material respects.a manner consistent with current practice; (bii) Seller will maintain itself at all times up promptly deliver to and including the Closing Date as Purchaser a duly licensed corporation in good standing under copy of any notice (including, without limitation, a notice of default) received from any Tenant or from any governmental authority having jurisdiction over the laws of its state of incorporation.Property; (ciii) promptly deliver notice to the Purchaser of, and, if the same may materially adversely affect the Purchaser or the Property, defend at Seller's expense, all actions, suits, claims and other proceedings materially adversely affecting the Property, or the use, possession or occupancy thereof; (iv) maintain the existing certificates of occupancy and all existing permits and licenses required for the lawful operation of the Property in full force and effect, obtain certificates of occupancy for the premises of the Tenants listed on Exhibit R attached hereto, and promptly deliver notice to the Purchaser of any intention of Seller will keep to seek any new permit, license or certificate of occupancy; (v) maintain all the Business open during its usual Leases in full force and customary hours effect, timely make all payments and cause observe and perform all obligations to be paid, observed or performed by Seller, and promptly notify the Business to function Purchaser of any receipt or delivery of any notice (including any notice of default) thereunder; (vi) maintain all the Contracts in the ordinary course of Seller's business (subject to Purchaser's right to direct Seller to cancel any Contracts but only after the Inspection Termination Date), timely make all payments and observe and perform all obligations to be paid, observed or performed by Seller, and promptly notify the Purchaser of any receipt or delivery of any notice (including any notice of default) thereunder; (vii) maintain in full force and effect-all of the insurance policies in connection with the Property; and (viii) use reasonable efforts after the Inspection Termination Date to obtain estoppel certificates from each Tenant at the Property in a good and efficient manner in keeping with Seller's customary practicesform acceptable to Purchaser (collectively, the "Tenant Estoppels"). (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller covenants and Principal represent and covenant to agrees with Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Datethat: (a) Each representation Prior to Closing, Seller will make available to Buyer for examination at Seller's offices in White Oak, Texas, title, legal, engineering, accounting and warranty set forth other information relating to the ownership and operation of the Assets insofar as the same are in Section 7 hereof Seller's possession and will cooperate with Buyer in Buyer's efforts to obtain from third parties, at Buyer's expense, such additional information relating to the Assets as Buyer may reasonably request. Seller shall permit Buyer, at Buyer's expense, to inspect and photocopy such information and records at any reasonable time, but only to the extent, in each case, that Seller may do so without violating any contractual commitment to a third party. Seller shall not be true and correct obligated to furnish any updates of abstracts, title opinions or additional title information, but shall cooperate with Buyer in all material respectsBuyer's efforts to obtain, at Buyer's expense, such additional title information as Buyer may reasonably request. (b) After the Effective Time and prior to Closing, Seller has and will continue to cause the Assets operated by Seller to be produced, operated and maintained in a good and workmanlike manner consistent with prior practices, will not abandon any of the Assets, will maintain itself at insurance now in force with respect to the Assets, will pay or cause to be paid all times up costs and expenses due to be paid in connection therewith, will keep the Contracts in full force and including effect and will perform and comply with all the Closing Date as a duly licensed corporation material covenants and conditions contained in good standing under the laws of its state of incorporationContracts and all agreements relating to the Assets. (c) Seller will keep the Business open shall permit Buyer's authorized representatives to consult with Seller and its agents and employees during its usual and customary reasonable business hours and cause to conduct, at Buyer's sole risk and expense, on-site inspections, tests and inventories of the Business Assets. During any such inspections of the Assets, Buyer and Buyer's representatives shall have the right to function review the Assets and all facilities used in connection with the operation thereof, and to conduct such assessments and investigations as Buyer may deem reasonably necessary or appropriate to determine the condition of the Assets. (d) Seller has negotiated agreements with ExxonMobil Gas & Power Marketing Company ("ExxonMobil") whereby Seller will construct a natural gas liquids pipeline, at Seller's expense, from the ExxonMobil facilities in the Xxxxxxx Field in Wood County, Texas, to the Longview Facility for processing and further disposition of natural gas liquids pursuant to an Agreement for the Exchange of Natural Gas Liquids, an Ethane/Propane Mix Sale Agreement and related agreements between Seller and ExxonMobil, all of which are included as part of the Contracts listed on Exhibit "B". Seller and ExxonMobil are in the process of executing the final versions of those agreements as of the date of this Agreement. The agreements with ExxonMobil require Seller to make expenditures for land and title research, pipeline right-of-way acquisition and construction of the liquids pipeline, and Seller has commenced those activities and begun incurring associated costs prior to the date of this Agreement. Seller agrees to continue to perform the necessary actions required under the terms of the agreements with ExxonMobil in the ordinary course of business from the date of this Agreement to the Closing Date in exchange for Buyer's agreement to reimburse Seller for all reasonable out-of-pocket third party costs incurred and paid by Seller in a good and efficient manner in keeping with connection therewith, regardless of whether incurred or paid before or after the date of this Agreement or before or after the Effective Time. At or prior to Closing, Seller shall obtain the written consent of ExxonMobil to the assignment to Buyer at Closing of Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidentialinterests under said agreements. (e) Seller will not mortgage, pledge or allow any lien use its best efforts to be placed upon any obtain the satisfaction of the Assetsconditions to Closing set forth in Section 7.01 hereof. (f) Seller will not acquire additional Assets may solicit and receive any back up proposal or dispose of offer from any existing interested parties relating to the acquisition of the Assetsequity interests or the assets of Seller. Notwithstanding the foregoing, Seller may not execute any agreement or in any way obligate itself to do soenter into formal negotiations regarding a term sheet, except in the ordinary course letter of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm intent or other casualty loss excepted. binding contractual arrangement (hincluding, but not limited to, a back up contract) Seller will not enter into any contract related to the equity interests or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.assets of

Covenants of Seller. (a) Seller hereby covenants and Principal represent agrees that during the period commencing on the date of execution of this Agreement and covenant to Buyer that pending completion ending on the Closing Date or the earlier termination of this Agreement: (i) Seller shall not enter into any Lease without the consent of Purchaser, which consent may be granted or withheld in Purchaser's sole and absolute discretion. (ii) Except in connection with the XXX Transfer, Seller shall not sell, assign, mortgage, pledge, encumber or otherwise transfer all or any portion of the sale Property or take any other affirmative action affecting title to the Property, or enter into a written agreement to do any of Assets contemplated hereby the foregoing, without the prior written consent of Purchaser, which may be granted or withheld in Purchaser's sole and absolute discretion. Notwithstanding the foregoing, if any mortgage, pledge or encumbrance shall affect the Property as of the Closing Date:, the foregoing shall not be deemed a default under this Section 9.1(a)(ii) but shall be dealt with in accordance with Article 4 herein. (aiii) Each representation Seller shall continue to operate, maintain and warranty repair the Property in accordance with its current business practices so as to deliver the Property to Purchaser in substantially its present or, at Seller's sole discretion, better, condition, ordinary wear and tear and damage from casualty or condemnation excepted, or otherwise in the condition required under this Agreement. In addition, Seller may, but shall not be required to, perform any maintenance, alterations, repairs or renovations, (A) as expressly permitted by the terms of this Agreement following a casualty or condemnation or (B) as required by any Legal Requirement. Seller shall have the right, either in its own name, or in the name of Xxxxxx & Xxxxxxx (the "MANAGING AGENT"), to hire or terminate employees in connection with the operation of the Property, provided that any such employees shall be terminated on or before the Closing and Purchaser shall have no obligation with respect thereto. Seller shall not remove from the Property any Building Equipment unless replaced by property of similar or better quality, provided that in no event shall Seller be obligated to Purchaser for any de minimis items of Building Equipment which are lost or missing as of the Closing Date. Notwithstanding the foregoing provisions of this Section 9.1(a)(iii), Seller shall, at Seller's sole cost, perform the work listed on Schedule 9.1(a)(iii) annexed hereto, (collectively, "SELLER'S WORK"). Notwithstanding anything to the contrary provided for in this Agreement, the substantial completion of Seller's Work: (1) is not and shall not be deemed to be a condition of Closing, (2) in the event that Seller's Work is not fully performed at Closing, then Purchaser shall be entitled to be paid at Closing for the estimated cost of the actual and reasonable out-of-pocket costs to be incurred by Purchaser after the Closing in performing the unperformed portion of Seller's Work, as reasonably estimated by Purchaser and Seller. Seller shall have no obligations or liabilities and Purchaser shall have no rights or remedies with respect to Seller's Work other than Seller's obligations and Purchaser's rights as set forth in this Section 7 hereof 9.1(a)(iii). (iv) Seller shall have the right to enter into New Contracts to operate the Property, provided that Seller shall not enter into any New Contracts that would survive the Closing and be true binding upon Purchaser without Purchaser's prior written consent, which Purchaser may grant or withhold in Purchaser's sole and correct absolute discretion. Except for Contracts that Seller and Purchaser, in all material respectstheir sole and absolute discretion, mutually agree to have assigned to, and assumed by Purchaser, Seller shall terminate, at Seller's sole cost and expense, any Contract that does not expire by its terms on or before the Closing Date. (v) Seller shall keep Purchaser reasonably apprised of progress made in connection with either giving of the Sale Notice and/or obtaining the Approval Order, provided that in no event shall Purchaser have any approval rights in connection with such procedures. (b) Seller will maintain itself at all times up shall commence service of the Sale Notice to each party to whom service is deemed necessary or desirable by Seller within four (4) Business Days after the date that this Agreement is fully executed and including the Closing Date as each party has delivered a duly licensed corporation in good standing under the laws signed original of its state signature to the other party. Seller shall give Notice to Purchaser of incorporationthe commencement of the service of the Sale Notice within one (1) Business Day after the end of such four (4) Business Day period. If Seller fails to timely give such Notice then Purchaser shall elect, by Notice to Seller within two (2) Business Days after the failure of Seller to timely give such Notice, either (i) to terminate this Agreement, in which event the Deposit shall be refunded to Purchaser within five (5) Business Days, or (ii) to consummate the Transfer. Purchaser's failure to timely give such Notice of election to Seller shall be deemed an election by Purchaser to consummate the Transfer in accordance with clause (ii) above. (c) Seller will keep the If, pursuant to any provision of Section 9.1(a), Purchaser's consent is required, such consent shall not be unreasonably delayed. To that end, if Purchaser fails to respond to any written request for consent pursuant to Section 9.1(a) within five (5) Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountantsDays, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees Purchaser shall be kept confidentialdeemed to have consented to such request. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Except as otherwise approved in writing by Buyer or as otherwise set forth in this Contract, Seller covenants and Principal represent agrees with Buyer that, between the date hereof and covenant the Closing Date or the earlier termination of this Contract in accordance with its terms (or such other time as may be provided herein): A. Seller shall, at its sole cost and expense, (i) continue to operate and manage the Property in the ordinary course of business, (ii) maintain and repair the Property, (iii) deliver the Property to Buyer that pending completion at the Closing Date in its current condition and repair, normal wear and tear excepted, (iv) maintain all services in connection with the Property as presently maintained, (v) not cause or permit any waste or nuisance to or against the Property, (vi) take proper precautions so as to prevent freezing of any pipes for plumbing and HVAC systems, and (vii) maintain adequate insurance coverage for general public liability, fire and extended coverage, business interruption and any other type of insurance coverage normally held for this type of use of the sale Property. B. Seller shall make available, or cause to be made available, to Buyer at Seller’s office or its property manager’s office as the case may be, all material information for inspection, and Buyer shall have the full and complete opportunity to review, request copies, and inspect any and all items concerning the Property, including without limitation, books, records, contracts, permits, licenses, certificates of Assets contemplated hereby occupancy, guaranties, warranties, employment agreements, listing contracts, insurance policies, maintenance and as service records, bills, invoices and statements, available financial statements, and property utility statements. Seller shall deliver to Buyer to the extent the same are in the current possession of Seller, within seven (7) calendar days of the Effective Date of this Contract any and all materials relating to the Property. C. Seller has paid, to the extent due and payable, and shall pay in full when due and payable, all bills and invoices for labor, goods, materials and services or any kind relating to the Property contracted for by Seller, other than those for which the tenants are responsible under the Leases, except to the extent being contested by Seller by a proceeding instituted in a timely manner and (except for non-lienable utility charges levied against tenants) all utility charges, relating to any period prior to the Closing Date: . Seller shall fully discharge and perform (aor contest and adequately provide for any obligation in dispute) Each representation all obligations and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Seller will maintain itself at all times up liabilities relating to and including time periods prior to the Closing Date as and when the same shall be due and payable. D. After the date hereof and prior to the Closing Date, no part of the Property, will be alienated, liened, encumbered or otherwise transferred by Seller as otherwise required by law. If Seller determines it is necessary to alienate, lien, encumber or otherwise transfer any part of the Property by pursuant to a duly licensed corporation requirement by law, Seller shall notify Buyer and Buyer shall have the right to either (i) terminate this Contract, or (ii) proceed to close on the transaction contemplated herein. E. Seller shall give Buyer prompt written notice of: (i) any notice received by Seller of a proposed public assessment or proposed taking of all or any part of the Property under eminent domain; (ii) any notice received by Seller of a proposed increase in good standing under real estate tax assessments or market valuation of all or any part of the laws property; (iii) any notice pertaining to the Property received by Seller from any government agency, insurance company or underwriting agency pertaining to noncompliance with any law, ordinance, rule, regulation or insurance requirement; and (iv) any breach by Seller of any of its state of incorporationrepresentations, warranties or covenants hereunder. (c) Seller will keep F. Except for agreements related to the Business open during its usual maintenance, management and customary hours and cause operation of the Business to function Property entered into in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. which are cancelable without penalty on thirty (d30) days or less notice, (i) Seller will afford Buyer and its accountantsshall not modify, attorneysterminate or amend any of the Contracts or other contracts, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, obligations or commitments with respect to the AssetsProperty without the prior written consent of Buyer, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereofwhich consent shall not be unreasonably withheld, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (eii) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will shall not enter into any contract contract, obligation or commitmentcommitment with respect to the Property which will affect the maintenance, use, management or operation of the Property after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld. G. Seller shall notify Buyer of any violations, notices of which alleged violations are received prior to the Closing Date with respect to the Property under all federal, state, county or municipal laws, ordinances, rules or regulations, or incur laws or agree to incur requirements of building, fire, labor, health or any liability, other governmental authorities having jurisdiction over or make any capital expenditures, except in affecting the normal course of businessProperty or the use or operation thereof. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date: (a) Each representation Seller shall cause the management agreement pursuant to which Property Manager operates the Property and warranty set forth in Section 7 hereof shall all leasing agreements, to be true and correct in all material respectsterminated at Closing at no expense or liability to Purchaser. (b) Seller will maintain itself at all times up promptly send to and including Purchaser copies of any written notices of any pending or contemplated condemnation, eminent domain or similar proceedings affecting the Closing Property which Seller, to its actual knowledge, has received as of the Effective Date as a duly licensed corporation in good standing under the laws of its state of incorporationor receives prior to Closing. (c) Seller will keep promptly send to Purchaser copies of any written notices of any existing and uncured violations of any federal, state, county, municipal or other laws, ordinances, orders, codes or regulations affecting the Business open during its usual and customary hours and cause Property of which Seller has received as of the Business Effective Date or receives prior to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practicesClosing. (d) Between the Effective Date and the date of Closing and subject to events or conditions beyond Seller’s reasonable control, Seller will afford Buyer shall operate and its accountantsmaintain the Property in substantially the same manner in which it operated and maintained the Property prior to the execution of this Agreement (including, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to usewithout limitation, with respect to insurance covering the AssetsProperty); provided, Seller's bookshowever, filesin no event shall Seller amend or terminate the Ground Lease, records and insurance policies or consent to changes in zoning or other matters that will negatively impact Purchaser’s ability to develop the Property for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidentialPurchaser’s intended use. (e) Seller will shall not, after the date of this Agreement, voluntarily subject the Property to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes, or record any documents affecting the Property in any way in the public record, without Purchaser’s prior written consent, which consent shall not mortgagebe unreasonably withheld, pledge conditioned, or allow any lien to be placed upon any of the Assetsdelayed. (f) Seller will not acquire additional Assets hereby agrees that from and after the date hereof through the Closing or dispose earlier termination of this Agreement, neither Seller nor Property Manager shall enter into any lease or other occupancy agreement of the AssetsProperty, or in amend and/or terminate any way obligate itself to do soexisting Tenant Leases, except in the ordinary course of businesswith Purchaser’s prior written consent. (g) Prior to the expiration of the Inspection Period, Seller may, without the prior consent of Purchaser, enter into any contracts relating to the operation and maintenance of the Property provided that Seller shall provide Purchaser with written notice of such actions and that such contract may be terminated by Seller (or Purchaser after Closing) upon not more than 30 day notice. After the expiration of the Inspection Period, Seller agrees that it will not take any actions set forth in the preceding sentence without Purchaser’s prior written consent, in Purchaser’s sole discretion. Notwithstanding anything herein to the contrary, Seller shall have the unilateral right, without Purchaser’s consent, to enter into any agreement that is necessary, in the exercise of Seller’s sole discretion, in an emergency situation to protect the Property and/or persons thereon and in any such event, Seller will keep all provide Purchaser with a copy of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of any such agreement as soon as is practical following the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss exceptedoccurrence. (h) Between the date of this Agreement and the date of Closing and subject to events or conditions beyond Seller’s reasonable control, Seller will shall not enter into remove any contract Personal Property except as required for necessary repair or commitmentreplacement, or incur or agree to incur any liability, or make any capital expenditures, except and in the normal course event of businessreplacement, such replaced property shall be of substantially the same quality and quantity. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller covenants that between the date of this Contract and Principal represent the Closing: 01. Seller shall cause the Property to be operated and covenant maintained substantially in accordance with its current practices and, subject to Buyer that pending completion the provisions of Sections 7 and 8 of this Contract, shall deliver the sale of Assets contemplated hereby and Property to Purchaser at the Closing substantially in the condition in which it exists as of the Closing Date: (a) Each representation date hereof, subject to normal wear and warranty set forth in Section 7 hereof tear and natural deterioration. Seller shall be true and correct in all material respects. (b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function not, without Purchaser's prior written consent, other than in the ordinary course of business operating and in managing the Premises, remove from the Premises any Personal Property (other than the Excluded Property) unless such item shall be replaced with a good similar item of comparable quality, utility and efficient manner in keeping with Seller's customary practicesvalue. 02. Seller shall, prior to the Closing, cause to be removed from the Premises, the Excluded Property and shall repair any damage to the Premises caused by such removal (d) other than de minimis damage or damage to portions of the Premises that will be demolished or substantially modified in connection with Purchaser's anticipated conversion of the Premises to residential use). 'SS' 8.03. Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employeesshall, at all reasonable timesits sole cost and expense, access and facilities to useterminate, with respect effective at or prior to the AssetsClosing, Seller's booksall of the existing Service Contracts or indemnify Purchaser against any cost or expense arising in connection with any Service Contract that shall not have been terminated as of the Closing. Purchaser shall not, filesin any event, records be required to take an assignment of any Service Contracts. 'SS' 8.04. Seller shall terminate, effective at or prior to the Closing, all leases or agreements affording an interest, or other right of possession or occupancy of any portion of the Premises, including, without limitation (i) that certain Lease (the "Prime Lease"), dated June 11, 2001, between Seller and insurance policies for the purpose of audit, inspection and examination thereof415 Greenwich GC Tenant LLC ("Prime Tenant"), and will do everything reasonably necessary to enable Buyer to make a complete examination of (ii) that certain Sublease (the Assets "Sublease"), dated June 11, 2001, between Prime Tenant and the condition thereof. All information so obtained by Buyer and its representatives, agentsGlobix Corporation, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien deliver to be placed upon any Purchaser evidence of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except such termination substantially in the ordinary course of business. (g) form attached as Exhibit J. 'SS' 8.05. Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will shall not enter into any new Service Contract without the prior written consent of Purchaser unless such contract is terminable without penalty prior to the Closing. 'SS' 8.06. Subject to the provisions of Section 7.02, Seller shall not undertake or commitment, or incur or agree to incur any liability, or make commence any capital expendituresrenovations or alterations at the Premises, except those necessary to comply with any of the provisions of this Contract, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. 'SS' 8.07. Seller shall not withdraw, settle or otherwise compromise any protest or reduction proceeding affecting real estate taxes assessed against the Premises for any fiscal period in which the Closing is to occur or any subsequent fiscal period without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Real estate tax refunds and credits received after the Closing Date which are attributable to fiscal tax years prior to the fiscal tax year in which the Closing occurs shall be paid to Seller, after deducting the expenses of collection thereof; real estate tax refunds and credits received after the Closing Date which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Purchaser, after deducting the expenses of collection thereof, and real estate tax refunds and credits which are attributable to any fiscal tax year following the fiscal tax year in which the Closing occurs shall remain the sole property of Purchaser. In the event any amounts or credits that, under this 'SS' 8.07, are payable to Seller shall have been received by Purchaser then such amounts or credits shall be received by Purchaser in trust for Seller and shall be promptly forwarded to Seller at the address set forth herein. The obligations set forth in the normal course of businesspreceding sentence shall survive the Closing. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. 4.1 So long as this Agreement is in effect, Seller and Principal represent and covenant to Buyer covenants that pending completion of it will not, without the sale of Assets contemplated hereby and as of the Closing DateBuyer's prior written approval, which shall not be unreasonably withheld: (a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Seller will maintain itself at all times up Create, assume or suffer to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountantsexist, attorneysdirectly or indirectly, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not any mortgage, pledge deed of trust or allow Lien of any lien to be placed nature whatsoever, upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Station Assets, now owned or in any way obligate itself to do sohereafter as acquired, except excluding, Liens incurred in the ordinary course of business. (gb) Seller will keep Sell, transfer, lease or otherwise dispose of any of the Station Assets excepts in connection with the acquisition of replacement property of equivalent kind and value. (c) Enter into any agreement to consolidate or merge with or into, or to sell all or substantially all of its insurable Assets insured in accordance with its present practicecapital stock, and it will maintainproperties or assets to, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear any person or damage or loss by fire, storm or other casualty loss exceptedentity. (hd) Seller will not enter Enter into any contract agreement or commitmentgrant any person or entity a right to purchase the Station's FCC licenses or all or substantially all of the Station Assets. (e) Enter into any agreement or take any other action that would interfere with, or incur prevent, Seller from transferring the Station Assets to Buyer as contemplated hereunder or agree under the Purchase Agreement. (f) Take any action that jeopardizes the validity or enforceability of or rights under the Station's FCC licenses. 4.2 So long as this Agreement is in effect, Seller covenants that it will: (a) Subject to incur any liabilitythe terms and conditions of the TBA, or make any capital expenditures, except (i) carry on the business and activities of the Station in the normal ordinary course of business, consistent with past practices of Seller, (ii) pay or otherwise satisfy all obligations of the Station as they come due and payable; (iii) maintain all Station Assets in customary repair, order and condition; and (iv) maintain their books of account, records and files in substantially the same manner as heretofore maintained. (ib) Maintain the validity of the Station's FCC licenses, comply in all material respects with all requirements of the Station's FCC licenses and the rules and regulations of the FCC, and deliver to Buyer, within ten (10) days after filing, copies of any reports, applications or responses to the FCC related to the Station that are filed from and after the date hereof. (c) Maintain in full force and effect all existing casualty, liability and other insurance insuring the Station and the Station Assets in amounts not less than those in effect on the date hereof. (d) Upon receiving notice or otherwise becoming aware of any violation relating to the Station's FCC licenses, any violation by the Station of any rules and regulations of the FCC or any material violations under any other applicable laws and regulations, promptly notify Buyer and, at Seller's expense, use reasonable commercial efforts to cure all such violations in a timely fashion. 4.3 Seller covenants that it will not increase compensation payable or acquire good, record and marketable fee simple title to become payable to any officerthe Real Property no later than December 31, employee or agent1997.

Covenants of Seller. Seller covenants and Principal represent and covenant to agrees with Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Datethat: (a) Each representation Prior to the Closing, Seller will (i) provide access to the Properties to Buyer and warranty set forth its representatives, for inspection and evaluation, and (ii) make available to Buyer for examination at PMO’s office in Section 7 hereof Garland, Texas, all title and other records, books, files and information relating to the Properties insofar as the same are in Seller’s possession or reasonable control, and will cooperate with Buyer in Buyer’s efforts to obtain, at Buyer’s reasonable 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 (and to the extent any such data or information is prohibited from disclosure to Buyer without consent of a third party, Seller shall (a) identify to Buyer the general nature or type of information that is being withheld, and (b) use commercially reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer). Historical file information in PMO’s possession regarding crude oil, produced water, or Hazardous Materials which may have been spilled or disposed of on-site or off-site and the locations thereof; pits and pit closures; burials; land farming; land spreading; underground injection; and solid waste disposal sites; and environmental permits and Spill Prevention, Control and Countermeasure Plans 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 environmental assessments, but Buyer may not conduct a Phase II environmental testing or other invasive and/or subsurface testing without Seller’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that to the extent such consent is withheld or refused, then the affected Properties shall be true deemed to be burdened by an Environmental Defect for purposes of this Agreement (and, among other things, Buyer shall have the right to have the affected Properties excluded from this Agreement, and correct the Purchase Price reduced by the Allocated Values of the excluded Properties). Seller shall permit Buyer, at Buyer’s reasonable 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 (and to the extent any such records or information is prohibited from disclosure to Buyer without consent of a third party, Seller shall (a) identify to Buyer the general nature or type of information that is being withheld, and (b) use commercially reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer). Seller shall not be obligated to commission any updated abstracts, title opinions or additional title information, but shall provide all material respectsof the same that is in Seller’s possession (or reasonable control) and shall cooperate with Buyer in Buyer’s efforts to obtain, at Buyer’s reasonable expense, such additional title information as Buyer may reasonably deem prudent. The Records and other information concerning the Properties are files or copies thereof that Seller (or PMO) has used or generated in its normal course of business. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO THE RECORDS, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY AND COMPLETENESS OF THE RECORDS. Except with regard to statements, representations and warranties of Seller in this Agreement, Buyer acknowledges that any other conclusions drawn from the Records and other information concerning the Properties are the result of its own independent review and judgment. (b) From and after the date of this Agreement (including from time to time after the Closing Date), Seller will maintain itself at all times up shall and shall cause Seller’s affiliates, employees, representatives, agents and accountants to, promptly provide such cooperation and assistance as Buyer or HRC may reasonably request in connection with the preparation of such financial statements, reports and filings relating to the transactions contemplated in this Agreement as Buyer or HRC determines in good faith to be required under applicable laws, rules and regulations, including, without limitation, the rules and regulations of the SEC and the New York Stock Exchange (“NYSE”), and (ii) responding to any inquiries by regulatory authorities, including the Closing Date SEC and NYSE, relating to the foregoing financial statements, reports and filings. Without limiting the foregoing, such cooperation shall include providing HRC and its employees, representatives, agents and external accountants, with access to, and the right to copy, relevant books, records, files, and documentation in the possession or under control of such Seller or its employees, representatives, agents and accountants and making appropriate persons available to answer questions relating to same; and executing and delivering or causing to be executed and delivered such representation letters, in form and substance customary of representation letters provided to external audit firms by management of the company whose financial statements are the subject of an audit, as a duly licensed corporation may be reasonably requested. Buyer shall reimburse Seller for Seller’s (and Seller’s affiliates) reasonable out of pocket expenses incurred in good standing under the laws of its state of incorporationcomplying with this Section 4.01(b). (c) From the date of this Agreement until Closing, Seller (i) will keep the Business open during its usual and customary hours and cause the Business Properties to function in the ordinary course of business be operated and maintained in a good and efficient workmanlike manner consistent with prior practices, and will pay or cause to be paid all costs and expenses in keeping connection therewith, (ii) will not abandon any Properties, (iii) will maintain insurance now in force with Seller's customary practicesrespect to the Properties, (iv) will comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, all of 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 Leases, Contracts and 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 not conduct or authorize any operation on the Properties requiring Authority for Expenditure (AFE) approval by working interest owners under applicable operating agreements, or an expenditure of $50,000 or more for the entire 100% of any single project (except for emergency operations and except for any AFEs identified on Exhibit “F” hereto). With respect to the Properties that are operated by PMO, as reimbursement for PMO’s operating and managing the Properties for the period from the Effective Time to the Closing Date, PMO shall retain for its own account the amounts that are paid to PMO from third party non-operators as overhead charges under the accounting procedure attached to the applicable operating agreements with respect to the period after the Effective Time. (d) Without the prior written consent of Buyer, from the date of this Agreement until Closing, Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, shall not enter into any new agreements or commitments with respect to the AssetsProperties, Seller's bookswill not modify or terminate any of the Leases, filesContracts or other agreements relating to the Properties, records and insurance policies for shall not encumber, sell, transfer, assign, convey, or otherwise dispose of any of the purpose Properties other than personal property consumed in the ordinary course in the operation of audit, inspection and examination thereofthe Properties, and will do everything reasonably necessary not voluntarily compromise or waive any amounts or claims payable to enable Buyer Seller due to any casualty loss or any pending or threatened taking related to the Properties; provided, however, that prior to Closing Seller may make a complete examination assignments of the Assets Properties to Other Owners and assignments or cross-assignments among the condition thereof. All information parties that are Seller, so obtained by Buyer and its representatives, agents, and employees shall be kept confidential.long as such assignments do not decrease Seller’s interest in such Properties from those interests of Seller shown on Exhibit “A,” Part I or on Exhibit C. (e) With respect to any third-party consents and notices required under preferential rights to purchase provisions, Seller will not mortgageshall make requests of such third parties in compliance with applicable Leases, pledge Contracts and agreements, that such consents be given or allow any lien waived and that such preferential rights be waived; provided however, nothing contained in this subsection of Section 4.01 shall require Seller to be placed upon any of the Assetspay money (other than ministerial or administrative costs) in order to obtain such consent. (f) From the date of this Agreement until Closing, Seller will not acquire additional Assets shall permit Buyer’s authorized representatives to consult with Seller and/or such third-party operator’s agents and employees during reasonable business hours concerning the operations on or dispose of any respecting the Properties that occur after the Effective Time and to conduct, at Buyer’s sole risk and expense, on-site inspections, environmental assessments, reasonable tests and inventories of the AssetsProperties as provided in Section 5.03 hereof, excluding any Phase II environmental testing or invasive and/or subsurface testing unless Seller consents to such testing as provided in any way obligate itself to do so, except in the ordinary course of businessSection 4.01(a). (g) During the period from the date of this Agreement to the Closing Date, Seller shall use commercially reasonable efforts to maintain its relationships with all suppliers, customers and others having business relationships with Seller with respect to the Properties so that such relationships will keep all of its insurable Assets insured in accordance with its present practice, be preserved for Buyer on and it will maintain, preserve and keep all improvements on property constituting a part of after the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss exceptedClosing Date. (h) Seller will not enter into shall give Buyer prompt written notice of any contract litigation, arbitration or commitmentsimilar legal proceedings initiated (or threats of litigation, arbitration or incur similar legal proceedings of which Seller becomes aware or agree receives notice) by or against Seller, of which Seller has notice, and which relates to incur any liability, the Properties or make any capital expenditures, except in the normal course ability of businessSeller to proceed to Closing. (i) During the period from the date of this Agreement to the Closing Date, or until this Agreement is terminated (as the case may be), Seller will agrees not increase compensation payable to engage in any buying, selling, trading or any other transactions related to Buyer’s common stock or to become payable any derivatives, options, swaps, xxxxxx, puts, calls, collars or similar instruments relating to any officer, employee or agentBuyer’s common stock.

Covenants of Seller. Seller covenants and Principal represent and covenant agrees (subject to Buyer that pending completion any requirements imposed upon Seller pursuant to the terms of the sale Operating Agreements, the Unit Agreements and the Oil and Gas Contracts), with Purchaser that from the date of Assets contemplated hereby and as of this Agreement until the Closing Date: , Seller (ai) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Seller will maintain itself at all times up make reasonable efforts to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business Assets to function 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 sell, lease, encumber, abandon or otherwise dispose of any of the Leaseholds or Mineral Properties other than to make sales of produced Hydrocarbons in the ordinary course of business and business, (iii) will maintain insurance now in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, force with respect to the Assets, Seller's books(iv) will make reasonable efforts to comply with all the rules, files, records and insurance policies for the purpose of audit, inspection and examination thereofregulations, and will do everything reasonably necessary orders of all state and federal agencies which are applicable to enable Buyer to make a complete examination of the Assets Seller and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, (v) will make reasonable efforts to perform and comply with all of the material covenants and conditions contained in agreements relating to the Assets, (vi) will pay all taxes and assessments with respect to the Assets which become due and payable prior to the Closing Date, and (vii) will not commence or consent to any material operations on any Leaseholds or Mineral Properties that Seller has not previously committed to and that may be expected to cost in excess of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) (attributable to 100% of the operating interest) except for emergency operations, in which case Seller shall promptly notify Purchaser. Seller shall not be obligated to renew or extend expiring Leaseholds after the Effective Date unless mutually agreed at Purchaser's Jeffxxx X. Xxxxx Xxxak Petroleum, Inc. September 8, 1997 Page 11 expense. Without expanding any way obligate itself obligations which Seller may have to do soPurchaser, except it is expressly agreed that Seller shall never have any liability to Purchaser with respect to operation of an Asset greater than that which it might have as the Operator to a Non-operator under the applicable operating agreement or, in the ordinary course absence of businesssuch an agreement, then under the AAPL 610 (1989) Model Form Operating Agreement, IT BEING RECOGNIZED THAT CERTAIN OF SUCH AGREEMENTS PROVIDE THAT THE OPERATOR IS NOT RESPONSIBLE FOR ITS OWN NEGLIGENCE, AND HAS NO RESPONSIBILITY OTHER THAN FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller and Principal represent and covenant hereby covenants with Purchaser as follows: Subject to Buyer that pending Seller’s completion of the sale Redevelopment Work, Seller shall maintain the Property free from waste and neglect and in good order and repair and shall keep and perform or cause to be performed all obligations of Assets contemplated hereby Seller under the Licenses and as all obligations of the Closing Date: (a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in Seller under all material respects. (b) Seller will maintain itself at all times up applicable Laws, to and including the Closing Date as a duly licensed corporation or termination of this Agreement. Seller shall tender possession of the Property to Purchaser in good standing order and condition with all Redevelopment Work substantially completed in accordance with the Final Redevelopment Plans, except for ordinary wear and tear. Such maintenance shall include keeping the Improvements sufficiently heated during cold periods in order to prevent water lines and sprinkler systems from freezing and possibly bursting or leaking. From the Effective Date to the Closing Date, Seller shall maintain or cause to be maintained liability, casualty and other insurance upon and in respect to the Property against such hazards and in such amounts as is commercially reasonable for similar properties. From the Effective Date to the Closing Date, Seller shall permit representatives, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser access to and entry upon the Land and Improvements, to examine, inspect, measure and test the Property and to examine and inspect the documents described in Section 3.1, wherever they may be located. Any such entry onto the Property shall be subject to Purchaser providing Seller with at least 24 hours prior notice; and, any invasive testing of the Land and Improvements shall only be made after obtaining the prior approval of Seller, which approval shall not be unreasonably withheld, delayed, or conditioned. Neither Purchaser nor anyone claiming by, through, or under Purchaser shall unreasonably interfere with the laws progress of its state the Redevelopment Work. From the Effective Date to the Closing Date or earlier termination of incorporation. (c) this Agreement, subject to the completion of the Redevelopment Work, Seller will keep shall operate and manage the Business open during its usual and customary hours and cause the Business to function Property in the ordinary course same manner as it has been operated and managed heretofore, provided that during such period, without the prior written consent of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Purchaser, Seller will afford Buyer and its accountantsshall not do, attorneyssuffer or permit, consultantsor agree to do, representatives, agents and employees, at all reasonable times, access and facilities to use, any of the following: Except with respect to the AssetsRedevelopment Work, Seller's books, files, records and insurance policies for enter into any transaction with respect to or affecting the purpose Property out of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured ; Sell, encumber or grant any interest in accordance with its present practicethe Property or any part thereof in any form or manner whatsoever that is not removed or remedied at or before the Closing; Enter into, and it will maintainamend, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repairwaive any rights under, reasonable wear and tear terminate or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into extend any contract or commitmentlease affecting the Property or any part thereof; or Except with respect to the Redevelopment Work, remove from the Property any of the fixtures thereon or incur any of the Personal Property. From the Effective Date to the Closing Date, Seller shall make available to Purchaser and its representatives, for Purchaser’s inspection and copying, to the extent in the possession of Seller or agree its counsel: All contracts and Licenses affecting the Property; The most recent and prior years’ real estate and other tax bills pertaining to incur any liabilitythe Property; All documents evidencing the Permitted Exceptions; As-built plans and specifications for the improvements on the Property, including the plans and specifications for and a complete description of all existing renovations to the Property, including the Redevelopment Plans; As-built drawings of underground utilities (including sewer, water, gas, telephone and electrical service cables) located under the Land or Improvements, if available; All essential data, correspondence, documents, agreements, waivers, notices, applications and other records in respect to the Property and relating to transactions with taxing authorities, governmental agencies, utilities, vendors, tenants, mortgagees and others with whom Purchaser may be dealing subsequent to Closing; Survey of the Property; Any records or other information regarding the Property and its operations reasonably requested by Purchaser; and Provided that Seller does not make any capital expendituresrepresentation or warranty with respect to any such information, except as otherwise set forth in the normal course of businessthis Agreement. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and covenants with Purchaser as of the Closing Datefollows: (a) Each representation Within two (2) days after the Effective Date, Seller shall deliver to Purchaser the documents and warranty set forth other items (the "DUE DILIGENCE MATERIALS") listed on EXHIBIT I attached hereto and made a part hereof. No later than one (1) business day prior to the expiration of the Inspection Period, Seller shall deliver to Purchaser tenant estoppel certificates in Section 7 the form of Exhibit H attached hereto and made a part hereof shall be true and correct in all material respectsexecuted by each tenant under the Leases of the Property. (b) Seller So long as this Agreement remains in effect, Purchaser will maintain itself at all times up be allowed access to the Property and including the Closing Date as a duly licensed corporation in good standing books and records related to the Property under the laws of its state of incorporationterms and conditions set forth in Section 3.1 hereof. (c) Seller will keep the Business open during its usual and customary hours and cause the Business shall not negotiate, execute or commit to function enter into (i) any Lease; or (ii) any modification, amendment, restatement or renewal of any Lease, without Purchaser's prior written consent in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practiceseach instance (which consent shall not be unreasonably withheld or delayed). (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, shall not enter into any other contract (or an extension or modification of any other contract) with respect to the AssetsProperty which will survive the Closing or otherwise affect the use, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination operation or enjoyment of the Assets and Property after the condition Closing, without first obtaining Purchaser's prior written consent thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgageAfter the date hereof and prior to Closing, pledge or allow any lien to be placed upon any no part of the AssetsProperty, nor any interest therein, will be alienated, liened, encumbered or otherwise transferred., (f) Pending Closing, Seller will not acquire additional Assets or dispose of any shall 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, shall keep on hand sufficient materials, supplies, equipment, inventory and other personal property for the efficient operation and management of the AssetsProperty in a first-class manner, and 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 in any way obligate itself to do so, except in the ordinary course of businessgreater utility and value. (g) Any leasing commissions and Tenant Inducement Costs (as hereinafter defined) owed by Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable due or to become payable due with respect to Leases in existence on the Effective Date or Leases obtained prior to Closing will be paid in full by Seller on or before the Closing Date. As used herein, the term "TENANT INDUCEMENT COSTS" means any officerpayment required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, employee or agentincluding specifically without limitation, tenant improvement costs, lease buyouts and moving allowances.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date: (a) Each representation Seller agrees to request Estoppel Certificates dated after the Effective Date as to the status of the Ground Leases, signed by the respective lessors thereof. Purchaser and warranty set forth in Section 7 hereof its lenders, if any, shall be true entitled to rely upon the Estoppel Certificates by their terms, which Estoppel Certificates shall confirm that the Ground Leases are in full force and correct effect, and have not been modified except as described in all material respectsExhibit A, and that Seller, as the lessee thereunder, is not in default of any of the terms, covenants and conditions thereof. (b) Seller will maintain itself at all times up agrees to and including use reasonable efforts to obtain the Estoppel Certificates by the Closing Date; provided, however, that Seller shall have the right to extend the Closing Date as for five (5) Business Days to secure said Estoppel Certificates. However, notwithstanding anything to the contrary, Seller's failure to secure the Estoppel Certificates shall not be a duly licensed corporation default under this Agreement, and shall not entitle Purchaser to damages or other remedy of any nature or description. As used in good standing under this Section 2.4(b), the laws phrase "reasonable efforts" shall mean that Seller shall send the Estoppel Certificates to the lessors thereunder within ten (10) Business Days after the Effective Date, and shall thereafter make at least two telephone calls to each such lessor in an attempt to obtain same. Purchaser shall have the right, but not the obligation, to also contact each such lessor about said Estoppel Certificates, and Seller agrees to provide Purchaser with a list of its state telephone numbers and contact names for such purpose. Seller and Purchaser each agree to: (i) provide the other with a copy of incorporationeach Estoppel Certificate that they receive within five (5) Business Days of receipt thereof, and (ii) to exchange status reports on their progress in obtaining Estoppel Certificates on each Monday following the Effective Date. (c) Seller will keep the Business open during its usual shall obtain any releases of Liens (other than Permitted Exceptions) and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow obligated to pay any lien amount and/or to perform any act to obtain same that is otherwise required to be placed upon any of the Assetspaid and/or performed by Seller under this Agreement. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and covenants with Purchaser as of the Closing Datefollows: (a) Each representation Seller will endeavor to deliver to or make available for inspection to Purchaser such documents and warranty set forth in Section 7 hereof shall be true and correct in all material respectsother items (the "DUE DILIGENCE MATERIALS") as Purchaser may reasonably request to the extent that such items are within Seller's possession. (b) Seller So long as this Agreement remains in effect, Purchaser will maintain itself at all times up be allowed access to the Property and including the Closing Date as a duly licensed corporation in good standing books and records related to the Property under the laws of its state of incorporationterms and conditions set forth in Section 3.1 hereof. (c) So long as this Agreement remains in effect, Seller will keep the Business open during its usual and customary hours and cause the Business shall not negotiate, execute or commit to function enter into (i) any Lease; or (ii) any modification, amendment, restatement or renewal of any Lease, without Purchaser's prior written consent in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practiceseach instance. (d) So long as this Agreement remains in effect, Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, shall not enter into any other contract (or an extension or modification of any other contract) with respect to the AssetsProperty which will survive the Closing or otherwise affect the use, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination operation or enjoyment of the Assets and Property after the condition Closing, without first obtaining Purchaser's prior written consent thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgageAfter the date hereof and prior to Closing, pledge or allow any lien to be placed upon any no part of the AssetsProperty, or any interest therein, will be alienated, liened, encumbered or otherwise transferred. (f) Pending Closing, Seller will not acquire additional Assets or dispose of any shall 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, shall keep on hand sufficient materials, supplies, equipment, inventory and other personal property for the efficient operation and management of the AssetsProperty, and 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 in any way obligate itself to do so, except in the ordinary course of businessgreater utility and value. (g) Seller has paid or will keep pay in full, prior to Closing, all bills and invoices for labor, goods, materials and services of its insurable Assets insured 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 due and payable on or before the Closing Date with respect to Leases in accordance with its present practiceexistence on the Effective Date or Leases obtained prior to Closing will be paid in full by Seller on or before the Closing Date. As used herein, and it will maintain, preserve and keep all improvements on property constituting the term "Tenant Inducement Costs" means any payment required under a part Lease to be paid by the landlord thereunder to or for the benefit of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except tenant thereunder which is in the normal course nature of businessa tenant inducement, including specifically without limitation, tenant improvement costs, lease buyouts and moving allowances. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and covenants as of the Closing Datefollows: (a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Seller will maintain itself at 3.4.1 At all times up from the date hereof through Close of Escrow, Seller shall cause to be in force fire and including extended coverage insurance upon the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual Property, and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, public liability insurance with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss injury to persons or property occurring on the Property, in at least such amounts as are maintained by fireSeller on the date hereof; 3.4.2 From the date of execution of this Agreement through Close of Escrow, storm or other casualty loss excepted. (h) Seller will not enter into any contract new lease with respect to the Property, without Buyer's prior written consent, which shall not be unreasonably withheld. Exercise of a renewal option shall not be considered a new lease. 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 of the Leases 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 commitmentdisapprove 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; 3.4.3 From the date of execution of this Agreement through Close of Escrow, Seller shall not sell, assign, or incur convey any right, title or agree interest whatsoever in or to incur any liabilitythe Property, or make create or permit to attach any capital expenditureslien, except in security interest, easement, encumbrance, charge, or condition affecting the normal course Property (other than the Permitted Exceptions) without promptly discharging the same prior to Close of business.Escrow; 3.4.4 Seller shall not, without Buyer's written approval, (i) amend or waive any right under any Contract, or (ii) enter into any agreement of any type affecting the Property that would survive Close of Escrow; 3.4.5 Seller will not increase compensation payable or shall fully and timely comply with all obligations to become payable be performed by it under the Leases, the Contracts, and all permits, licenses, approvals and laws, regulations and orders applicable to any officerthe Property; 3.4.6 Seller shall fully cooperate with Buyer in obtaining all necessary consents from the Existing Lender to allow Buyer to (i) assume the Existing Loan and (ii) provide Buyer with a credit, employee or agenton a dollar-for-dollar basis, for the Existing Loan Reserves. All costs in connection with procuring the consents, and in Buyer assuming the Existing Loan, shall be borne by Seller; and 3.4.7 Seller shall fully cooperate with Buyer in obtaining all necessary consents from Archon Financial to (i) allow Buyer to be the borrower for the Replacement Financing, and (ii) provide Buyer with all of the benefits of the Replacement Financing Loan Fees. All costs in connection with procuring the consents shall be borne by Seller.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date: (a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect Prior to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination expiration of the Assets Review Period, Seller shall only enter into new Leases or amendments, expansions and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any renewals of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except existing Leases in the ordinary course of business, at rates and for terms which are consistent with prevailing rental rates and terms of other tenants of the Property or as otherwise approved by Buyer, and upon not less than five (5) days prior written notice to Buyer. Following expiration of the Review Period, Seller shall only enter into new Leases or amendments, expansions or renewals of existing Leases with the prior written approval of Buyer, in its commercially reasonable discretion. At Closing, Buyer shall pay to Seller a commission of $2.50 per rentable square foot for any new Lease entered into by Seller following the Effective Date in accordance with this Section 7(a), and at Closing, Buyer shall ------------ assume all obligations with respect to each approved new Lease, including any obligations for tenant improvements or other concessions. (gb) During the pendency of this Agreement, Seller will keep all agrees to join with the adjacent landowner in applications for necessary permits and approvals to (i) facilitate Buyer's proposed development of its insurable Assets insured in accordance with its present practicethe adjacent property as a retail home improvement center and supporting facilities (the "Project"), and it will maintain(ii) ------- permit construction in or around areas designated as "wetlands" by the U.S. Army Corp of Engineers, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) provided that such actions shall not cause Seller will not enter into any contract or commitment, or incur or agree to incur any liability, obligations or make out-of-pocket expenses, or in any capital expendituresmanner delay or otherwise affect the Closing hereunder, except and the application for or the receipt of such permits or approvals shall not in the normal course any manner constitute a contingency or a condition of businessClosing. (c) From and after the Effective Date, Seller shall exercise good faith efforts and cooperate with Buyer (i) to obtain the required Tenant Estoppels, (ii) to obtain the consents and approvals with respect to the Mortgages described in Section 4(d), and (ii) to assist Buyer in the conduct of Buyer's ------------ due diligence efforts. (d) From and after the Effective Date, Seller will not increase compensation payable shall exercise good faith efforts to provide Buyer with written notice of the occurrence of any event of which Seller has knowledge and which (i) would render any representation and warranty contained in Section 8, below, untrue in any material respect, (ii) --------- materially and adversely affects the physical condition of or title to become payable the Property, (iii) would constitute a material and adverse change with respect to any officerof the documents provided to Buyer pursuant to Section 4, employee above, or agent.(iv) --------- would constitute a material and adverse change with respect to any facts recited in a Tenant Estoppel delivered pursuant to Section 4(j) above. ------------

Covenants of Seller. Seller and Principal represent and Sellers hereby covenant to Buyer that pending completion of the sale of Assets contemplated hereby and with Purchaser as of the Closing Datefollows: (a) Each representation After the Effective Date until the Closing or earlier termination of this Agreement, each Seller shall use commercially reasonable efforts to operate and warranty set forth carry on its business and activities relating to the Property, and maintain in Section 7 hereof good condition and repair, subject to ordinary wear and tear, its Property in the manner in which each Seller has operated and maintained its Property prior to the Effective Date. Furthermore, no Seller will remove any Personal Property except as may be required for necessary repair or replacement, and such replacement shall be true of substantially similar quality and correct in all material respectsquantity as existed as of the time of its removal. (b) Seller will maintain itself at all times up From and after the Effective Date (provided Purchaser has not terminated this Agreement pursuant to and including Section 3.2) until the Closing or earlier termination of this Agreement, no Seller will, without Purchaser’s prior written consent in each instance (which consent shall not be unreasonably withheld, delayed or conditioned), amend, modify, extend, renew or terminate any Lease, or enter in to any new Lease, except that Purchaser’s consent shall not be required with respect to any new Lease or renewal of an existing Lease which (i) is on Sellers’ standard lease form delivered to Purchaser, (ii) is to a tenant meeting the tenant qualification standards set forth in Exhibit K, (iii) is for a term of twelve (12) months commencing in August 2015 (or a shorter term as may be granted in such Seller’s commercially reasonable discretion expiring no later than July 31, 2015, to accommodate any current vacancy) at current market rentals as set forth in Exhibit K, and (iv) does not include any concessions or discounts except as set forth in Exhibit K. No leasing commissions shall be incurred except as provided in Exhibit X. Xxxxxxx shall deliver or make available to Purchaser copies of all new Leases entered into between the expiration of the Diligence Period and the Closing or earlier termination of this Agreement. After the Effective Date as a duly licensed corporation in good standing under and until the laws Closing or earlier termination of its state of incorporationthis Agreement, upon request by Purchaser, Sellers shall provide Purchaser with weekly leasing activity and occupancy reports showing all leasing activity for the Properties during the previous week. (c) From the expiration of the Diligence Period until Closing or earlier termination of this Agreement, without Purchaser’s prior written approval (which approval shall not be unreasonably withheld, conditioned, or delayed), no Seller shall amend any existing Service Contract that will keep be binding on Purchaser after Closing or enter into any new contract with respect to the Business open during its usual ownership and/or operation of any of the Properties that will survive the Closing, unless, in each instance, any such contract is terminable upon not more than thirty (30) days’ notice without cause or penalty. Sellers shall give Purchaser notice within two (2) business days’ after entering into any such amendment or new contract (together with a copy thereof) and, if Purchaser fails to notify Sellers that it wishes to assume such amended or new contract within three (3) business days after receipt of such notice, Sellers shall have the same obligations under Section 5.4(e) with respect to such contract as if it had been listed on Xxxxxxxx X-0, X-0, X-0 or D-4 and customary hours and cause Purchaser had timely elected to not assume the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practicessame at Closing. (d) After the Effective Date until Closing or earlier termination of this Agreement, no Seller will afford Buyer and shall assign, alienate, lien, encumber or otherwise transfer all or any part of its accountantsProperty or any interest therein, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, other than with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except leases entered into in the ordinary course of business. (e) During the Diligence Period, Purchaser shall notify Sellers which of the contracts listed on Xxxxxxxx X-0, X-0, X-0 and D-4 that Purchaser wishes to assume at Closing; provided, however, Purchaser shall be required to assume any such contracts at Closing that are not terminable upon thirty (30) or fewer days’ notice or requires a fee for termination. Failure to timely deliver such notice shall constitute Purchaser’s binding election to assume all such contracts. Purchaser shall pay any transfer or assignment fees or charges due in connection with its assumption of any such contracts. Notice of termination for all such contracts not assumed by Purchaser shall be given by Sellers in connection with Closing, and any charges accruing thereunder on or after the Closing Date and through the date of actual termination shall be the responsibility of Sellers. Notwithstanding the foregoing, on or prior to the Closing, each Seller shall terminate the existing management agreement that such Seller has entered into relating to the management and leasing of its respective Property. (f) From the Effective Date until Closing or earlier termination of this Agreement, no Seller will list any of the Properties with any broker (other than the existing listing agreement with Broker, provided Seller and Broker discontinue marketing the Properties during the pendency of this Agreement) or otherwise solicit or make or accept any offers to sell any Property, engage in any discussions or negotiations with any third parties with respect to the sale or other disposition of any Property, or enter into any contracts or agreements (whether binding or not) regarding any disposition of any Property. (g) Sellers shall provide to Purchaser, within five (5) business days (or by Closing, if sooner) after any Seller’s receipt or knowledge thereof, as applicable, (i) any and all written notices received by any Seller will keep that any Seller or any Property is in violation or breach of any applicable laws, ordinances, orders, regulations, guidelines, covenants or restrictions, (ii) any and all of its insurable Assets insured written notices received by any Seller from any counterparty to an agreement affecting the Property (including, without limitation, any Service Contract) that a Seller is in accordance with its present practicedefault thereunder, and it will maintain, preserve and keep all improvements on property constituting (iii) any fact of which a part Seller becomes aware that makes or would cause any of the Assets representations or warranties of any Seller set forth in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss exceptedthis Agreement to become untrue in any material respect. (h) Seller will not enter into any contract or commitment, or incur or Sellers agree to incur any liabilitymake Rent-ready all units (acknowledging that a unit shall include each bedroom which is leased on an individual basis) at the Properties that are vacant as of a date not less than five (5) business days prior to Closing, or make any capital expenditures, except and to credit Purchaser at Closing in the normal course amount of business$200.00 for each such unit which has not been made Rent-ready as of Closing. “Rent-ready” condition shall mean all those units that are vacant on the Closing Date (including any common room or kitchen shared by such unit, as applicable) shall be in rentable condition, maintenance shall be performed, all walls shall be painted as necessary, all carpet shall be professionally steam cleaned as necessary or replaced as necessary, and equipped with appliances installed and working. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and covenants with Purchaser as of the Closing Datefollows: (a) Each representation From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and warranty set forth maintain the Property in Section 7 hereof 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 structural repairs or any replacements required by reason of wear and tear, Seller may, at its option, make any such structural repairs and any replacements prior to the Closing if Seller believes such structural repairs and any replacements are necessary to comply with its obligations under one or more of the Leases, or legally required to protect the Property, but Seller shall first give written notice thereof to Purchaser specifying the nature of the work, the cost and the contractor and obtain Purchaser's prompt approval thereof or Purchaser's approval with such changes as Purchaser deems necessary. The reasonable cost of such structural repairs and any replacements shall be true added to the Purchase Price and correct in all material respects. (b) shall be payable by Purchaser to Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Closing. Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with shall continue, at Seller's customary practices. (d) Seller will afford Buyer and its accountantsexpense, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow through Closing making any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except repairs normally made in the ordinary course of business. (gb) Seller will keep all 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 its insurable Assets insured in accordance with its present practice, Exhibit E attached hereto or any similar form required by Purchaser's lender and it will maintain, preserve and keep all improvements on property constituting 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, Purchaser may terminate this Agreement and have the Earnxxx Xxxey returned if Seller fails to deliver to Purchaser by Closing Tenant Estoppels from (i) Bon Ton Department Stores, CVS Pharmacy, Redner's and First Union Bank (collectively, "Major Tenants") and (ii) one-half in number of the Assets other tenants of the Improvements. Purchaser agrees not to object to (i) any non-material (as determined in Purchaser's reasonable judgment) qualifications or modifications which a good tenant may make to the form of Tenant Estoppel and (ii) any modification to a tenant estoppel to conform the Tenant Estoppel to the form of tenant estoppel certificate the tenant is required to give under its lease and (iii) a statement by tenant that it is made to the tenant's knowledge. 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 for non-major tenants after using its reasonable efforts to obtain it if Seller instead, at Seller's sole option, executes a Tenant Estoppel for such required non-major tenant. If any such tenant does have a claim which would entitle it to set-off the amount of the claim against rent due under the lease and the amount of such claim 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 claim. If Seller has delivered a Seller Tenant Estoppel to Purchaser for one or more required non-major tenants and within ninety (90) days following Closing, Seller or Purchaser receives an acceptable Tenant Estoppel from any such tenant, then the Landlord's Tenant Estoppel for such required non-major tenant shall be deemed null and void. Seller agrees to send Subordination Non-Disturbance and Attornment Agreements to all the tenants required by Purchaser's lender, but Seller shall not be responsible for the tenants execution of them and their execution shall not be a condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss exceptedClosing. (hc) A copy of any 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, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. In the event Purchaser informs Seller that Purchaser does not enter into approve the renewal or expansion of the existing Lease or the new Lease, which approval shall not be unreasonably withheld or conditioned, Seller shall have the option to cancel this Agreement by written notice thereof to Purchaser within five (5) business days after Seller's receipt of written notice of Purchaser's disapproval thereof, and upon refund and payment of the Earnxxx Xxxey to Purchaser, neither party shall have any contract further liability or commitmentobligation hereunder. Purchaser has the right to void Seller's termination by agreeing to approve the lease or amendment in question within three (3) days of Seller's Notice of Termination. 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, or incur or agree to incur any liability, or make any capital expenditures, except in such failure shall be deemed the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.approval by Purchaser. At Closing,

Covenants of Seller. (a) Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and covenants as of the Closing Datefollows: (ai) Each representation From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall, and warranty set forth shall use commercially reasonable efforts to cause Manager to, operate and maintain the Hotel in Section 7 a manner generally consistent with the manner in which Seller and Manager have operated and maintained the Hotel during the twelve (12) month period prior to the date hereof and in a manner consistent with the current operating and capital plan for the Property (a copy of which has been previously provided to and approved by Purchaser), in good condition consistent with past practice, reasonable wear and tear excepted and so as to maintain levels of Consumable Inventory consistent with past practice. Without limiting the foregoing, with respect to all notices from any governmental authority of any legal violations at the Property for which Seller receives notice copies of prior to Closing, Seller shall cause such violations to be true removed from record or deliver evidence reasonably satisfactory to Purchaser and correct its mortgage lender that such violations have been cured prior to Closing. (ii) From the Effective Date hereof until Closing or the earlier termination of this Agreement, Seller shall perform its obligations under the Existing Management Agreement in all material respects. (biii) From and after the Effective Date, Seller shall not sell, assign or enter into any agreement to sell or transfer the Hotel or any portion thereof, except for: (i) agreements executed in connection with the Restructuring and (ii) the provision of hotel rooms and facilities in the ordinary course. (iv) From and after the Effective Date, the Lessee LLC shall not enter into or be a party to any agreements, except (i) the Operating Lease and the Sublease, (ii) any loan documents which will maintain itself either be paid off and released at all times up the Closing or assigned to Purchaser’s lender at the Closing, (iii) any other agreement reasonably required to be executed in connection with the Restructuring which have been approved by Purchaser, such approval not to be unreasonably withheld as long as such agreement does not increase Purchaser’s obligations or liabilities, and including (iv) any agreement permitted under the terms of this Agreement in connection with the operation of (or Manager’s operation of), the Hotel in the ordinary course. (v) From and after the Effective Date, Seller shall not (i) enter into any new management agreement, Leases or Service Contracts or other agreements or encumbrances with respect to the Property, nor shall Seller enter into any agreements modifying the Service Contracts or Leases unless (A) any such agreement or modification will not bind Purchaser or the Property after the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. or is subject to termination on not more than thirty (c30) days’ notice without fee or penalty, (B) Seller will keep the Business open during its usual and customary hours and cause the Business has obtained Purchaser’s prior written consent to function such agreement or modification, or (C) with respect to Service Contracts, such Service Contracts are entered into in the ordinary course of business and in a good and efficient manner in keeping are consistent with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination and/or Manager’s prior operation of the Assets Hotel and the condition thereof. All information so obtained by Buyer do not have a term of more than one (1) year and its representatives, agents, and employees shall be kept confidential. (e) Seller will do not mortgage, pledge or allow any lien to be placed upon any have a cost of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assetsmore than $50,000 per annum, or (ii) grant its consent to any action described in any way obligate itself to do soclause (i) by Manager. Service Contracts, except in Leases and other similar agreements entered into or modified after the ordinary course of business. (g) Seller will keep all of its insurable Assets insured Effective Date in accordance with its present practicethis Section 5.6(a)(iv) shall constitute “Service Contracts” or “Leases” as applicable and be deemed listed on the appropriate schedules to this Agreement at Closing, and it will maintainassigned pursuant to, preserve the Assignment of Contracts and keep all improvements on property constituting a part Assignment of the Assets in a good condition and state of repairLeases, reasonable wear and tear or damage or loss by fire, storm or other casualty loss exceptedas applicable. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller covenants and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and represents, both as of the Closing Datedate hereof, and as a continuing warranty the following: (aA) Each representation and warranty Seller shall, by Bill of Sale, convey all of the Assets set forth in Section 7 hereof shall be true free anx xxear of all encumbrances and correct in all material respectsinterest of others (except as otherwise herein provided) and will contain the usual warranties and covenants of title. (bB) Seller will maintain itself at all times up hereby agrees, from the date of execution of this Agreement to the date of Closing, to carry on the business activities and including operations Of the Closing Date business diligently and in substantially the same manner as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and has been customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereofpast, and will do everything reasonably necessary to enable Buyer to make a complete examination shall not remove any item with exception of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (ei) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except product inventory sold in the normal course of business; and (ii) equipment and other tangible personal property which is retired in the normal course of business provided same is replaced with new equipment or tangible personal property. The business of the Seller will be conducted up to the date of closing in accordance with all laws, rules and regulations of the county, state and federal governments. (iC) All Social Security, withholding, sales, income and unemployment insurance taxes to the county, state and federal governments will be paid or provided for up to the date of closing. (D) At the time of closing, Seller shall have no unpaid creditors including federal, state and local tax liabilities which would create a lien on the Assets or a claim against Buyer for the amount of their debt. Buyer assumes no liability, responsibility or obligations of Seller. (E) No judgments or liens will be outstanding at the time of closing against the Seller or against the Assets. (F) The Seller, up to the date of closing, will operate and maintain its business in the regular course, will not violate any contract connected with the business and will not remove any stock-in-trade (except as it may be consumed in the regular course of business) and Seller's equipment and other fixed Assets shall be maintained in their present condition, reasonable wear and tear excepted. No employee or owner salaries may be increased, or bonuses taken, prior to closing. (G) The Seller will use its best efforts (without making any commitment on Buyers behalf) to preserve the Seller's business organization intact; and to preserve the good will, of its customers and others having business relations with the Sellers business. (H) The Seller shall give to the Buyer and to the Buyer's counsel, accountants, or other representatives full access, during normal business hours, throughout the period prior to the closing, to all of the Seller's books, contracts, commitments and records, and shall furnish the Buyer during that period all information concerning the Seller's business operation as the Buyer may reasonably request. (I) Seller covenants with Buyer it will not increase compensation payable divulge any confidential information, or make available to become payable others any documents, files or other papers concerning the Seller's business or financial affairs, or remove any such documents, files, or other papers from the Sellers premises except with the prior consent and approval of Buyer. (J) Seller warrants to best of its knowledge there exist: no pending or threatened judgment, lien, suit, claim or proceeding against Seller not disclosed herein; no condition, act, or event which (with the giving of notice, passage of time, or both) would constitute a breach or default by the Seller under any officercontract executed by it; no other basis for the assertion against the Seller of any claim or liability not fully reflected or reserved against in its books. Further, employee there is no unfulfilled contract, agreement, or agentcommitment made by Seller which pertains to the Assets or the Real Property and which is not disclosed herein. (K) Seller warrants the business and premises meet, at the time of Closing, all government regulations as to health, fire, zoning and other licensing laws, including all statutes, ordinances, rules, orders, regulations and requirements of the federal, state, county and city government and of any and all other agencies, departments and bureaus applicable to the use of the premises as intended by Buyer. This specifically includes compliance with the Americans With Disabilities Act, 42 U.S.C. Section 12181. (L) All representations and warranties made by the Seller shall be true at closing and shall survive the closing and the execution and delivery of any document or instrument in connection therewith.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of From the sale of Assets contemplated hereby and as of the Closing Date: (a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects. (b) Effective Date until Closing, Seller will (i) maintain itself at all times up to and including operate the Closing Date as a duly licensed corporation Property in good standing under the laws of its current state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repaircondition, reasonable wear and tear and damage from casualty excepted, (ii) continue all insurance policies relative to the Property in full force and effect, (iii) not remove any item of Personal Property from the Land or damage or loss Improvements unless replaced by firea comparable item of Personal Property, storm or other casualty loss excepted. (h) except for any dead landscaping, which Seller will not enter into have no obligation to replace, and (iv) shall perform, when due, all material obligations under any contract and all agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules, and regulations. On the Closing Date, Seller shall deliver all units which have been vacant for five (5) or commitmentmore business days to Buyer in Make-Ready Condition (as hereinafter defined). On the date agreed to by Buyer and Seller that is prior to the Closing Date, or incur or agree to incur Seller and Buyer shall jointly conduct a “walk-through” inspection of all vacant units within the Property for the purpose of determining the fulfillment of Seller’s obligation under this Section 14 and the amount of any liability, or make any capital expenditures, except credit due Buyer at Closing as set forth in the normal following sentence. If any unit is not in Make-Ready Condition at Closing, Seller shall provide Buyer with a credit against the Purchase Price for each unit that is not in Make-Ready Condition in the amount of $750.00 per unit. For purposes of this Section 14, “Make-Ready Condition” means: interior carpets have been cleaned and are in good repair, freshly painted (where needed) interior walls, working kitchen appliances (and water heaters and HVAC, to the extent such items serve only the individual vacant unit(s)), maintenance and repair, if necessary, including replacement of stove drip pans and fan and HVAC filters, and checking smoke detectors/alarm, and no material damage to the doors, walls, ceilings, floors or windows inside such vacant units, all consistent with Seller’s practices and procedures during the course of businessits ownership and reasonable industry standards for properties of the kind and quality of the Property. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and covenants with Purchaser as of the Closing Datefollows: (a) Each representation From the Effective Date hereof until the Closing or earlier termination of this Agreement, Seller shall use reasonable efforts to operate and warranty set forth maintain the Property in Section 7 hereof shall be true a manner generally consistent with the manner in which Seller has operated and correct in all material respectsmaintained the Property prior to the date hereof. (b) From and after the Effective Date, Seller will maintain itself at all times up to and including shall not market, solicit, negotiate, or enter into any agreement with any party other than Purchaser for the Closing Date as a duly licensed corporation sale or transfer of any interest in good standing under the laws of its state of incorporationProperty. (c) Seller will keep shall use commercially reasonable efforts to prepare, or cause to be prepared, and deliver to Purchaser for review and approval, within three (3) business days following the Business open during Effective Date, the estoppel certificates Seller intends to deliver to the tenants (“Prepared Estoppels”), which shall be based on the form of tenant estoppel certificate attached hereto as Exhibit K, and Seller shall remit, or cause to be remitted, the Prepared Estoppels to all the tenants of the Property for signature within five (5) business days following Purchaser’s notice to Seller that Purchaser has approved the Prepared Estoppels (which notice shall set forth any required corrections). If Purchaser fails to notify Seller of its usual approval of, or any changes to, the Prepared Estoppels it receives from Seller for approval within five (5) business days following Purchaser’s receipt of the same, Seller shall forward such Prepared Estoppels to all the tenants of the Property without Purchaser’s prior approval. Estoppel certificates prepared by Seller and customary hours approved (or deemed approved) by Purchaser as provided above are hereinafter referred to, collectively, as “Approved Estoppels”. Seller agrees that upon the request of Purchaser, Seller shall deliver to tenants of the Property the form of subordination, non-disturbance and cause attornment agreement required by Purchaser’s lender (“SNDAs”) and shall request that such tenants execute and return the Business SNDAs prior to function in Closing; provided, however, that it shall not be a condition to Closing that Seller deliver to Purchaser the ordinary course of business executed SNDAs and in Seller’s failure to deliver the executed SNDAs to Purchaser shall not constitute a good and efficient manner in keeping with Seller's customary practicesdefault by Seller under this Agreement. (d) Seller will afford Buyer shall not enter into any renewal or modification of any Leases or any new Lease of all or any portion of the Property between the Effective Date and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect the date of Closing without first obtaining Purchaser’s prior written consent (which shall not be unreasonably withheld or conditioned prior to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination expiration of the Assets 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 condition thereof. All information so obtained by Buyer and event Purchaser fails to notify Seller in writing of its representativesapproval or disapproval within the five (5) business day time period for such purpose set forth above, agents, and employees such failure shall be kept confidentialdeemed the approval by Purchaser. At Closing, Purchaser shall reimburse Seller for any Tenant Inducement Costs, leasing commissions or other expenses, excluding legal fees, incurred by Seller pursuant to a renewal or a modification or a new Lease approved (or deemed approved) by Purchaser in accordance with the provisions of this Section 5.4(d), but only to the extent the same is the responsibility of Purchaser pursuant to the provisions of Section 4.5(b)(vii) hereof. (e) From and after the Effective Date, without the consent of Purchaser (which shall not be unreasonably withheld), Seller shall not (except as required by law), enter into or modify any contracts or agreements affecting or relating to the Property which will not mortgage, pledge survive the Closing or allow any lien to be placed upon any will otherwise affect the use or operation of the AssetsProperty after the Closing. (f) Seller will not acquire additional Assets or dispose of shall use commercially reasonable efforts, at de minimis cost and expense to Seller, to obtain estoppel certificates, in form and substance reasonably satisfactory to Purchaser with respect to any of the Assetscovenant, condition and restriction, or in any way obligate itself reciprocal easement agreement or other similar instrument to do so, except in the ordinary course of businessextent reasonably requested by Purchaser. (g) From and after the Effective Date, Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part shall not apply any security deposit held under any of the Assets Leases except to the extent the tenant under the applicable Lease is more than sixty (60) days delinquent on the payment of any sum owing under its Lease, in a good condition and state which event, Seller shall give notice to Seller of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss exceptedsuch application. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. (a) From the date hereof until Closing, without first obtaining the consent of Buyer, Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Datewill not: (ai) Each representation and warranty set forth waive any right of material value relating to the Properties, other than in Section 7 hereof shall be true and correct the ordinary course of business; (ii) convey, encumber, mortgage, pledge or dispose of any of the Properties, other than in all material respectsthe ordinary course of business; (iii) enter into, modify or terminate any contracts, other than in the ordinary course of business; or (iv) contract or commit itself to do any of the foregoing. (b) Seller will maintain itself at all times up give any notices to, and make any filings with, Third Parties and will use its commercially reasonable best efforts to obtain any Third Party consents, authorizations and including approvals necessary or desirable for the Closing Date as a duly licensed corporation consummation of the transactions contemplated in good standing under the laws of its state of incorporationthis Agreement. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function cooperate with Buyer, at Buyer's expense, in the ordinary course of business and in a good and efficient any reasonable manner in keeping connection with SellerBuyer's customary practicesefforts to obtain licenses and permits that it may need in order to operate the Properties after the Closing. (d) Seller will afford not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business without Buyer's prior written consent, which Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidentialnot unreasonably withhold or delay. (e) Seller will not mortgagekeep its business and the Properties substantially intact, pledge or allow any lien to be placed upon any of the Assetsincluding its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers and customers. (f) Seller will not acquire additional Assets or dispose cause its Affiliate, Evergreen Operating Corporation, to execute and deliver the Assignment and Xxxx of any of Sale, and its affiliate, Evergreen Well Services, Inc., to execute and deliver appropriate instruments conveying title to the Assets, or in any way obligate itself water trucks identified on Exhibit L to do so, except in the ordinary course of businessBuyer. (g) At Closing, Seller will keep shall terminate the employment of its field employees primarily rendering services in connection with the Properties ("Field Employees"). Seller acknowledges that Buyer may, but shall have no obligation to, hire any or all of its insurable Assets insured in accordance with its present practicethe Field Employees. For a period not to exceed 30 days from the Closing, Seller shall insure that any Field Employee hired by Buyer shall have the right to continue to use the leased vehicle such Field Employee uses on the date hereof; provided that Buyer shall reimburse Seller for all lease rental amounts, and it will maintainrelated insurance costs, preserve incurred and keep all improvements on property constituting a part paid by Seller and directly related to such continued use of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss vehicles by fire, storm or other casualty loss exceptedthe Field Employees who are hired by Buyer. (h) Subsequent to Closing, Seller will shall continue to use commercially reasonable efforts to obtain in writing, and to deliver to Buyer, as promptly as possible any consent, authorization or approval required to be obtained by Seller in connection with the transactions contemplated hereunder which was not enter into obtained on or before Closing in form and substance reasonably satisfactory to Buyer. If any contract consent, authorization or commitmentapproval shall not have been obtained prior to Closing, Seller and Buyer shall cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and be responsible for the obligations in accordance with this Agreement in respect of any Property or any claim or right or any benefit arising thereunder the assignment of which without the consent, authorization or approval of the Third Party thereto would constitute a breach or other contravention of such Property or in any way adversely affect the rights of Buyer thereunder, including subcontracting or subleasing to Buyer or other use arrangements, or incur under which Seller enforce for the benefit of Buyer, with Buyer assuming Seller's obligations, any and all rights of Seller against the third party in question. Seller shall promptly pay to Buyer when received all monies received by Seller in respect of any such Property or agree any claim or right or any benefit arising thereunder. It is provided, however, that if the assignment of the vehicle leases are not consented to incur any liabilityby the lessor and assumed by Buyer before the expiration of 30 days following Closing, or make any capital expenditures, except in such vehicle leases and the normal course of businessvehicles leased thereunder shall be excluded from this transaction. (i) During the period subsequent to Closing through November 15, 2004, Seller will not increase compensation payable shall provide to Buyer, its auditors and other representatives, within one Business Day after Buyer's request, any audited or reviewed, segmented or other financial statements of Seller as such presently exist and access to Seller's books and records, in each case at Buyer's expense, in order to prepare and audit segmented and other financial statements and other reports as may be required by the rules and regulations of the United States Securities and Exchange Commission ("SEC"), the Securities Act of 1933 or other applicable Law to be submitted by Buyer in connection with, or to become payable be incorporated by Buyer in, any Form 8-K, 10-QSB, registration statement or other filings required to be submitted by Buyer to the SEC. In addition, no later than the Business Day following any officerrequest by Buyer, employee its auditors or agentother representatives, Seller shall make available knowledgeable financial and other personnel who shall respond during such Day to requests for information and additional materials requested by Buyer, its auditors and other representatives in connection with such filings. Seller acknowledges that Buyer's rights under this clause (i) are unique and that Buyer shall, in addition to such other remedies as may be available to it at law or in equity, have the right to enforce its rights under this clause (i) by actions for specific performance to the extent permitted by applicable Law. Seller further acknowledges that the damages which would be suffered by Buyer and its shareholders upon a breach of this clause (i) would be substantial and difficult to calculate, and that monetary damages would not be adequate compensation for any loss suffered as a result of such breach. Seller hereby waives the defense in any action for specific performance that a remedy at law would be adequate, and any requirement for security or the posting or any bond or other surety in connection with any temporary or permanent award of injunctive, mandatory or other equitable relief.

Covenants of Seller. 8.1 Seller and Principal represent and covenant will promptly notify Buyer in writing of (i) any event occurring subsequent to Buyer the date of this Agreement that pending completion would render any representation or warranty of the sale of Assets contemplated hereby and Seller contained in this Agreement, if made on or as of the date of that event or the Closing Date, untrue or inaccurate in any material respect, and (ii) any material adverse change in the financial condition, results of operations, business or prospects of the Restaurants. Further, Seller shall have seven (7) days from the date hereof in which to update and supplement all Schedules hereto. Any such disclosure after the date hereof and prior to the Closing Date shall be deemed to amend the Disclosure Schedule. To the extent that any act or event which is the subject of such disclosure would, but for the following sentence, constitute or result in a breach of any representation or warranty of Seller contained in Section 6 hereof, Buyer shall have the election to proceed with the Closing, or to terminate this Agreement. Such disclosure prior to the Closing Date shall not constitute a breach of the representations and warranties contained in Section 6. 8.2 During the period on and from the date of this Agreement to the Closing, Seller will use its best efforts to maintain and preserve intact (i) the business organization, rights and privileges pertinent to the operation of the Restaurants, and (ii) Seller's relationships with its employees, consultants, independent contractors, licensors, suppliers, distributors and other customers and all others with whom it deals, all in accordance with the ordinary and usual course of the operation of the Restaurants. During the period on and from the date of this Agreement to the Closing, Seller will not without the prior written consent of Buyer, which consent shall not be unreasonably withheld: (a) Each representation and warranty set forth in Section 7 hereof shall encumber or permit to be true and correct in all material respects.encumbered any of the Purchased Assets; (b) Seller will maintain itself at all times up to and including dispose of any of the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) Seller will keep the Business open during its usual and customary hours and cause the Business to function Purchased Assets, except Inventory in the ordinary course of business the operation of the Restaurants; (c) fail to maintain its equipment and other Tangible Assets in a operating condition and good repair, ordinary wear and efficient manner in keeping with Seller's customary practicestear and routine maintenance excepted. (d) Seller will afford Buyer fail to pay and its accountants, attorneys, consultants, representatives, agents discharge any accounts payable related to inventory and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Tangible Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential.promptly as they become due; (e) Seller will enter into any agreement or arrangement to pay any bonus, increased salary, or special remuneration to any Zoopa Employee (other than amounts not mortgagein excess of normal payments made on a regular basis and amounts paid to Zoopa Employees who, pledge at the time of such agreement or allow any lien arrangement, are not expected to be placed upon any become employees of the Assets.Buyer; (f) Seller will not acquire additional Assets change accounting methods; (g) enter into, assume, become bound under or dispose obligated by an agreement, contract or commitment relating to the operation of the Restaurants or enter into any extension or amendment of any contract relating to the operation of the AssetsRestaurants which involves: (i) the payment of greater than $5,000 per year, (ii) a contract term of more than one year or an extension of the term of any contract for more than one year, or in (iii) payment or other obligation to any way obligate itself to do so, except affiliate of Seller other than in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into waive or release any contract right or commitment, or incur or agree claim relating to incur any liability, or make any capital expendituresPurchased Assets, except in the normal ordinary course of business.the operation of the Restaurants; or (i) agree to do any of the things described in the preceding clauses of this Section 8.2. 8.3 Until the Closing, all risk of loss, damage or destruction to the Purchased Assets shall be borne by Seller. 8.4 Until the Closing, Seller will not increase compensation payable allow Buyer and its agents free access upon reasonable notice and during normal working hours to its files, books, records, and offices relating to the Purchased Assets and all aspects of the operation of the Restaurants and its financial and legal affairs. Until the Closing, Seller shall cause its accountants to cooperate with Buyer and its agents in making available all financial information requested with regard to the Restaurants and the Purchased Assets, including without limitation the right to examine all working papers pertaining to all financial statements prepared or audited by such accountants. 8.5 Seller hereby grants Buyer the right to become payable to any officerinspect and approve the physical condition and use of the Restaurants, employee or agent.including without limitation, the physical condition of all tenant improvements, the availability of access, utility services, zoning, environmental risks, engineering and soil conditions. For the purpose of Buyer's physical inspections, Seller agrees to

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and covenants as of the Closing Datefollows: (a) Each representation Between the Effective Date and warranty set forth the Closing Date, Seller shall maintain the Property in Section 7 hereof shall be true its present condition, ordinary wear and correct in all material respects.tear excepted; (b) Seller will maintain itself at all times up to Between the Effective Date and including the Closing Date as a duly licensed corporation Date, Seller shall maintain all casualty, liability and hazard insurance currently in good standing under force with respect to the laws of its state of incorporation.Property; and (c) Between the Effective Date and the Closing Date, Seller will keep shall lease, operate, manage and enter into contracts with respect to the Business open during its usual and customary hours and cause the Business to function Property, in the ordinary course same manner done by Seller prior to the date hereof, maintaining present services and sufficient supplies and equipment for the operation and maintenance of business the Property in the same manner as prior to the date hereof; provided, however, that Seller shall not enter into any service contract that cannot be terminated within thirty (30) days notice. Seller shall terminate, by giving notice at Closing, any Service Contracts that may by their terms be terminated and which Purchaser elects not to assume (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 good penalty, termination fee, or other charge that is not paid by Purchaser The property management agreement in effect with respect to the Property and efficient manner in keeping with any Service Contract that is not delivered to Purchaser, shall be deemed to be rejected by Purchaser and Seller shall, at Seller's customary practices’s expense, terminate such property management agreement as it effects the Property and any undelivered Service Contracts effective not later than the Closing Date. (d) A copy of each Lease presented to Seller between the expiration of the Inspection Period and the Closing Date for its approval and execution will afford Buyer and be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) business days after its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose receipt of audit, inspection and examination each such Lease of either its approval or disapproval thereof, including all Tenant Inducement Costs and will do everything reasonably necessary leasing commissions to enable Buyer 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 shall have the option to make a complete examination cancel 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 Lease, and upon refund and payment of the Assets and Xxxxxxx Money to Purchaser, neither party shall have any further liability or obligation hereunder. In the condition thereof. All information so obtained by Buyer and event Purchaser fails to notify Seller in writing of its representativesapproval or disapproval of any such Lease within the five-day period for such purpose set forth above, agents, and employees such failure shall be kept confidential. 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 (eor deemed approved) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.Purchaser..

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date: (a) a. Each representation and warranty set forth in Section 7 8 hereof shall be true and correct in all material respects.. 105 (b) b. Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation. (c) c. Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices. (d) d. Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the AssetsAssets and the Business, Seller's books, files, records and insurance policies all supplier contracts for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential. (e) e. Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets. (f) f. Seller will not acquire additional Assets assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business. (g) g. Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. (h) h. Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) i. Seller will not increase compensation payable or to become payable to any officer, employee or agent.

Covenants of Seller. The Seller covenants and Principal represent and covenant to Buyer that pending completion of agrees with the sale of Assets contemplated hereby and Company as of the Closing Datefollows: (a) Each representation The chief executive office of each of the Seller, the Parent and warranty set forth Wurlitzer is located in Section 7 hereof Loveland, Ohio. Originals or duplicates of Documents evidencing all Receivables are kept at, and only at, said offices, or at Parent offices located in Loveland, Ohio, and neither the Parent nor the Seller nor Wurlitzer will move its chief executive office or permit the Documents and books evidencing the Receivables to be moved unless (i) the Seller shall be true have given to the Company and correct GECC not less than 45 days' prior written notice thereof, clearly describing the new location, and (ii) the Seller shall have taken such action, satisfactory to the Company and GECC, to maintain the title or ownership of the Company and any security interest of, or any filing in respect of title of, the Company or the Collateral Agent in the Receivables at all material respectstimes fully perfected and in full force and effect. (b) Seller The Seller, the Parent and Wurlitzer shall duly fulfill all obligations on their part to be fulfilled under or in connection with the Receivables, including complying with all requirements of law applicable thereto, and will maintain itself at all times up do nothing to impair the right, title and including interest of the Closing Date as Company in the Receivables; PROVIDED, HOWEVER, that an adjustment or compromise of a duly licensed corporation in good standing under the laws Receivable pursuant to Section 5.06 shall not be deemed to be a violation of its state of incorporationthis paragraph. (c) The Seller will keep agrees to indemnify, defend and hold the Business open during Company harmless from and against any and all loss, liability, damage, judgment, claim, deficiency or expense (including interest, penalties, reasonable attorneys' fees and disbursements and amounts paid in settlement) to which the Company may become subject insofar as such loss, liability, damage, judgment, claim, deficiency or expense arises out of, is based upon or relates to (i) a breach by the Seller of any warranty, representation, covenant or agreement contained in this Agreement; (ii) any Receivable sold by the Seller to the Company hereunder on any Purchase Date not being an Eligible Receivable on the date of purchase by the Company; (iii) any breach by the Seller, the Parent or a Subsidiary of any obligation under a Receivable or under any other agreement between the Seller, the Parent or a Subsidiary and the Obligor under the related Receivable or any indebtedness or liability at any time owing to or in favor of such Obligor by the Seller, the Parent or any Subsidiary in connection therewith; (iv) any claim or demand of a Person claiming a Receivable sold by the Seller to the Company hereunder or claiming any interest therein adverse to the Company; or (v) this Agreement or the acquisition or ownership by the Company of the Receivables; provided, that the Seller shall have no liability for any loss, claim or amount pursuant to this clause (v) to the extent that such loss, claim or amount is found to have resulted from the negligence, bad faith or willful misconduct of the Company or a breach by the Company of its usual obligations hereunder. The obligations of the Seller under this Section 3.03(c) shall be considered to have been relied upon by the Company and customary hours shall survive the execution and cause delivery of this Agreement regardless of any investigation made by the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practicesCompany or on its behalf. (d) The Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect shall defend each Receivable sold by it to the AssetsCompany and not repurchased by it against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to the Company through the Seller, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make Parent or a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidentialSubsidiary. (e) The Seller will not mortgageexecute any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to any Receivables sold to the Company, pledge except any financing statements filed or allow any lien to be placed upon any filed in respect of and covering the purchase of the AssetsReceivables by the Company pursuant to this Agreement and the security interest created in favor of the Collateral Agent pursuant to the Funding Agreement. (f) The Seller shall at its expense perform all acts and execute all documents reasonably requested by the Company at any time to evidence, perfect, maintain and enforce the title or the security interest of the Company or the Collateral Agent in the Receivables and the priority thereof. The Seller will, at the reasonable request of a duly authorized officer of the Company, execute and deliver financing statements relating to or covering the Receivables sold to the Company (reasonably satisfactory in form and substance to the Company) and, where permitted by law, the Seller will not acquire additional Assets authorize the Company to file one or dispose of any of more financing statements signed only by the Assets, or in any way obligate itself to do so, except in the ordinary course of businessCompany. (g) The Seller will keep shall use all reasonable measures to prevent or minimize any loss being realized on a Receivable in which the Company owns an interest and shall take all reasonable steps to recover the full amount of such loss. The Seller shall, at its insurable Assets insured in accordance with its present practiceown expense, and it will maintain, preserve and keep all improvements on property constituting a part take such steps as are necessary to maintain perfection of the Assets security interest created by each Receivable in the related goods and merchandise subject thereto. The Seller shall use its best efforts, consistent with prudent servicing procedures, to repossess or otherwise convert the ownership of the goods or merchandise securing any Receivable which becomes an Uncollectible Receivable. The Seller shall follow such practices and procedures for servicing the Receivables as would be customary and usual for a good condition prudent commercial lender under similar circumstances, including using reasonable efforts to realize upon any recourse to the dealer of the goods or merchandise securing a Receivable and state of repair, reasonable wear and tear selling such goods or damage merchandise at a public or loss by fire, storm or other casualty loss exceptedprivate sale. (h) The Seller will not enter into any contract or commitment, or incur or agree agrees to incur any liability, or make any capital expenditures, except in immediately cease selling Receivables to the normal course Company pursuant to this Agreement upon the occurrence of businessa Wind-Down Date. (i) Except for the sale of Receivables to the Company pursuant to the terms hereof, the Seller will shall not increase compensation payable sell all or substantially all of its property and assets to, or consolidate with or merge into, any other corporation, unless (x) the obligations of the Seller under this Agreement shall be expressly and effectively assumed by such transferee or purchasing or successor corporation, (y) immediately after giving effect to become payable such sale, transfer or other disposition or consolidation or merger, no Seller Event of Default shall have occurred and be continuing and (z) unless such transferee or purchasing or successor corporation is the Parent, the Seller shall have obtained the prior written consent of GECC; PROVIDED that nothing contained in this Agreement shall prevent the Seller from merging into itself any other corporation which is a Subsidiary of the Parent or acquiring by purchase or otherwise all or any part of the, share capital, other securities or property of any other corporation which is a Subsidiary of the Parent, provided that no Seller Event of Default shall have occurred and be continuing or would result from such transaction. (j) The Seller shall permit the Company, the Collateral Agent or their duly authorized representatives, attorneys or auditors to inspect the Receivables, the Documents and the related accounts, records and computer systems maintained by the Seller at such times as the Company or the Collateral Agent may reasonably request. Upon instructions from the Company or the Collateral Agent, the Seller shall release any Document to the Company or the Collateral Agent, as the case may be. (k) The Seller shall deliver to the Company, (i) on or before March 30, 1991 and (ii) on each March 30th thereafter, an officer's certificate signed by the President or any Vice President of the Seller, dated as of December 31 of the preceding year, stating that (a) a review of the activities of the Seller during the preceding 12-month period and of its performance under this Agreement has been made under such officer's supervision and (b) to the best of such officer's knowledge, based on such review, the Seller has fulfilled its obligations under the Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. (l) The Seller shall provide such cooperation, information and assistance, and prepare and supply the Company with such data regarding the performance by the Obligors of their obligations under the Receivables and the performance by the Seller of its obligations under the Seller Documents, as may be reasonably requested by the Company from time to time in connection with any audit of the financial statements or books and records of the Company. (m) The Seller shall maintain its facility from which it services the Receivables in its present condition, ordinary wear and tear excepted, or such other facility of similar quality, security and safety as the Seller may select from time to time. The Seller shall make all property tax payments, lease payments and all other payments with respect to such facility. The Seller shall, until the payment in full of all Senior Indebtedness, (i) ensure that the Collateral Agent shall have complete and unrestricted access during regular business hours upon reasonable notice, at the Seller's expense, to such facility and all computers and other systems relating to the servicing of the Receivables and all persons employed at such facility, (ii) use its best efforts to retain the employees based at such facility to provide assistance to the Collateral Agent and (iii) continue to store on a daily basis all back-up files relating to the Receivables and the servicing of the Receivables at the current facilities used for such purpose or such other storage facility of similar quality, security and safety as the Seller may select from time to time. The Seller shall cooperate with the Collateral Agent in connection with the writing and development of a conversion program (to be retained by the Collateral Agent) in respect of all computer files relating to the Receivables or the servicing and collection thereof (including but not limited to each of the computer files listed on Schedule 3.03(m) hereto). (n) Seller shall at all times maintain in effect interest-rate cap agreements with respect to no less than 80% of an amount equal to (i) the Outstanding Principal Receivables, LESS (ii) the Fixed Amount. With respect to any officerinterest-rate cap purchased or maintained hereunder, employee Seller shall use its best efforts to secure the acknowledgment of its counterparty that Seller's right to receive payments thereunder is subject to a first priority Lien in favor of the Collateral Agent or agentshall otherwise assign such right to the Collateral Agent. (o) As long as this Agreement remains in effect, Seller shall deliver or cause to be delivered to Company: (1) Within 30 days after the end of each fiscal month, Parent's consolidated and consolidating unaudited balance sheet as of the close of such month and the related statements of income and cash flow for such month, all prepared by Parent in conformity with GAAP, and accompanied by the certification of Parent's chief executive officer or chief financial officer that such financial statements present fairly the financial position of Parent as at the end of such month and that there is no Seller Event of Default or Collection Agent Event of Default, or event which with the passage of time or the giving of notice or both would constitute a Seller Event of Default or Collection Agent Event of Default. (2) Within 120 days after the close of each fiscal year of the Parent, a copy of Parent's annual financial statements, consisting of a balance sheet and statements of income and cash flow, all prepared in conformity with GAAP, certified without qualification, except for changes in accounting principles with which the accountants agree, litigation or tax controversies which are being contested in good faith, by the independent certified public accountants regularly retained by Parent and acceptable to Seller, and accompanied by a certificate from such accountants to the effect that during the course of their examination they have not become aware of any Seller Event of Default or Collection Agent Event of Default, or event which with the passage of time or giving of notice or both would constitute a Seller Event of Default or Collection Agent Event of Default (it being understood that such accountants shall not be required to undertake any investigation other than as may be required in accordance with generally accepted auditing standards and that such accountants must have actual knowledge of such Seller Event of Default or Collection Agent Event of Default other than of a financial or accounting nature). (3) Not later than December 15 of each year, on a consolidated and consolidating basis; (i) projected balance sheets for the forthcoming 12 fiscal months, month by month; (ii) a projected cash flow statement, including reasonable details of cash disbursements, for the forthcoming 12 fiscal months, month by month; and (iii) a projected income statement for the forthcoming 12 months, month by month, together with appropriate supporting details as requested by Seller. (4) Such other information respecting the business, financial condition or prospects of the Parent or the Seller as Seller or GECC may, from time to time, request.

Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and covenants with Purchaser as of the Closing Datefollows: (a) Each representation Within five (5) days after the Effective Date, Seller shall deliver to Purchaser the documents and warranty set forth in Section 7 hereof shall be true other items (the “Due Diligence Materials”) listed on Exhibit J attached hereto and correct in all material respectsmade a part hereof. (b) Seller So long as this Agreement remains in effect, Purchaser will maintain itself at all times up be allowed access to the Property and including the Closing Date as a duly licensed corporation in good standing books and records related to the Property under the laws of its state of incorporationterms and conditions set forth in Section 3.1 hereof. (c) Seller will keep the Business open during its usual and customary hours and cause the Business shall not negotiate, execute or commit to function enter into (i) any Lease or (ii) any modification, amendment, restatement or renewal of any Lease, without Purchaser’s prior written consent in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practiceseach instance, which consent shall not be unreasonably withheld or delayed. (d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, shall not enter into any other contract (or an extension or modification of any other contract) with respect to the AssetsProperty which will survive the Closing or otherwise affect the use, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination operation or enjoyment of the Assets and Property after the condition thereof. All information so obtained by Buyer and its representativesClosing, agents, and employees shall be kept confidentialwithout first obtaining Purchaser’s prior written consent thereto. (e) Seller will not mortgageAfter the date hereof and prior to Closing, pledge or allow any lien to be placed upon any no part of the AssetsProperty, nor any interest therein, will be alienated, liened, encumbered or otherwise transferred. (f) Pending Closing, Seller will not acquire additional Assets or dispose shall 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 any 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 AssetsPersonal Property shall be removed from the Property, unless replaced by personal property of equal or in any way obligate itself to do so, except in the ordinary course of businessgreater utility and value. (g) Seller has paid or will keep pay in full, prior to Closing, all bills and invoices for labor, goods, materials and services of its insurable Assets insured in accordance any kind with its present practicerespect to the Property and utility charges relating to the period prior to Closing. Without limiting the foregoing, any and it will maintain, preserve all leasing commissions and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted. Tenant Inducement Costs (has hereinafter defined) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business. (i) Seller will not increase compensation payable 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 to any officerin respect of such lease. As used herein, employee or agent.the term “Tenant