Common use of Covenants of Sellers Clause in Contracts

Covenants of Sellers. Between the date hereof and the Closing Date, Sellers shall: (A) Maintain (or cause the maintenance of) the Property in its current condition, ordinary wear and tear and casualty excepted, but, in any event, in a manner consistent with reasonable and prudent business practices, including, without limitation, maintaining the same levels of staffing and personnel at the Property as currently maintained on the Property; (B) Maintain (or cause the maintenance of) all casualty, liability and hazard insurance currently in force with respect to the Property; (C) Not cause the Property, or any interest therein, to be alienated, encumbered (other than by mechanics’ or materialmen’s liens or claims which Sellers shall promptly pay or bond off so as to discharge the same from record prior to Closing) or otherwise transferred; (D) Continue to conduct business with respect to the Property in the same manner in which said business has been heretofore conducted (but in any event in accordance with good business practices); (E) Except as otherwise expressly provided in this Contract, shall not, without the prior consent of Buyer, allow the Company to enter into any contract, commitment or undertaking (other than New Leases, as hereinafter defined and separately addressed), make any change in or acceleration of the Company’s normal and customary billing practices, or make any change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s prior written consent, allow the Company to enter into any other contract or Contract affecting the Property unless such contract or Contract is terminable without cause by the owner of the Property on not more than thirty (30) days’ notice and without the payment of any termination fee or penalty; (F) Take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct from the date hereof to the Closing Date and refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period; (G) Shall not, without Buyer’s prior written consent, allow the Company to enter into any (i) new lease for any part of the Property, (ii) amendment, modification, or renewal of an existing Lease, (iii) accept the surrender of premises under any Lease, (iv) consent to sublease, or (v) terminate any existing Lease or dispossess any tenant under an existing Lease (each of (i), (ii), (iii), (iv) and (v) being herein collectively referred to as a “New Lease”) which is a departure from the Company’s current leasing guidelines it has in place with its current Property management team; (H) Not remove any of the Tangible Personal Property except as may be required for necessary repair or replacement (provided that any replacement shall be of equal quality as existed at the time of removal) and, in the case of supplies, except for those items consumed in the ordinary course of business; (I) Cause the Company to perform its obligations under the Leases and Contracts; and (J) Unless this Contract is terminated pursuant to any termination provisions contained herein, not enter into any contracts for the sale of the Membership Interests to any other party.

Covenants of Sellers. Between The Sellers jointly and severally covenant and agree with the date hereof and the Closing Date, Sellers shallPurchaser as follows: (Aa) Maintain (or With the full cooperation and assistance of the Purchaser, Sellers will personally, and will cause Worldwide to, make all filings as may be required of it in connection with the maintenance of) completion of the Property in its current condition, ordinary wear and tear and casualty excepted, but, in any event, in a manner consistent with reasonable and prudent business practices, including, without limitation, maintaining the same levels of staffing and personnel at the Property as currently maintained on the PropertyShare Exchange; (Bb) Maintain (or Sellers will cause Worldwide to conduct its business, operations and affairs only in the maintenance of) ordinary and normal course of business and in all casualty, liability material respects consistent with past practice and hazard insurance currently in force with respect to the Property; (C) Not cause the Property, or any interest therein, to be alienated, encumbered (other than by mechanics’ or materialmen’s liens or claims which Sellers shall promptly pay or bond off so as to discharge the same from record prior to Closing) or otherwise transferred; (D) Continue to conduct business with respect to the Property in the same manner in which said business has been heretofore conducted (but in any event in accordance with good business practices); (E) Except as otherwise expressly provided in this Contract, shall ensure that Worldwide will not, without the prior written consent of BuyerPurchaser, allow the Company to enter into any contracttransaction or refrain from doing any action that, commitment if effective before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or undertaking other obligation of Sellers or any of them contained herein, and provided further that Sellers shall ensure that Worldwide shall not make any material decisions or enter into any material contracts without the consent of Purchaser, which consent shall not be unreasonably withheld, if the same would constitute a breach of any representation or warranty contained herein; (c) Sellers shall ensure that Worldwide shall use reasonable commercial efforts to preserve intact its business, property, assets, operations and affairs and to carry on its business and affairs as currently conducted, and to promote and preserve for the Purchaser the goodwill of third parties having business relations with Worldwide; (d) Sellers shall cause Worldwide to pay and discharge its liabilities in the ordinary course and consistent with its practice, except those contested in good faith by Worldwide; (e) Sellers shall cause Worldwide to use reasonable commercial efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and to cause all necessary meetings of the directors and shareholders of Worldwide to be held for such purpose; (f) Sellers shall ensure that Worldwide does not issue any further shares of its capital stock (other than New Leases, as hereinafter defined and separately addressed), make the Shares) or incur any change in or acceleration of the Company’s normal and customary billing practices, or make any change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s prior written consent, allow the Company to enter into any other contract or Contract affecting the Property unless such contract or Contract is terminable without cause by the owner of the Property on not more than thirty (30) days’ notice and without the payment of any termination fee or penalty; (F) Take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct liabilities from the date hereof to and including the Closing Date and refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period; (G) Shall not, without Buyer’s prior written consent, allow the Company to enter into any (i) new lease for any part of the Property, (ii) amendment, modification, or renewal of an existing Lease, (iii) accept the surrender of premises under any Lease, (iv) consent to sublease, or (v) terminate any existing Lease or dispossess any tenant under an existing Lease (each of (i), (ii), (iii), (iv) and (v) being herein collectively referred to as a “New Lease”) which is a departure from the Company’s current leasing guidelines it has in place with its current Property management team; (H) Not remove any of the Tangible Personal Property except as may be required for necessary repair or replacement (provided that any replacement shall be of equal quality as existed at the time of removal) and, in the case of supplies, except for those items consumed in the ordinary course of business; (I) Cause the Company to perform its obligations under the Leases and Contracts; and (J) Unless this Contract is terminated pursuant to any termination provisions contained herein, not enter into any contracts for the sale of the Membership Interests to any other partyDate.

Covenants of Sellers. Between Sellers hereby covenant with CapStar as follows: (a) Continuance of Business; Maintenance of rrom the date hereof and unl--il the Closing Date, Sellers shall: (A) Maintain (or cause shall Operate the maintenance of) the Business and main-Lain and OiDerate each Property in the Ordinary Course of Business. Without limiting the generality of the foregoing: (i) no Seller will sell, exchange, assign, -Lransfer, convey, lease or otherwise dispose of all or any part of the Purchased Assets or any interesl-- therein except for Fixtures and Tangible Personal Property, Consumables and Supply inventories which are sold or consumed in the Ordinary Course of Business; (ii) each Seller will keep all Contracts, Leases and Permits to which it is a party in full force and effect, will pay all charges when due under such agreements (unless being contested in good fai-th) and will perform all of its current conditionobligations under such agreements in the Ordinary Course of Business; (iii) no Seller will enter into any material contracts, licenses, easements or other agreements relating to the Purchased Assets which will obligate CapStar or be a charge or lien against the Purchased Assets, except those that will be discharged on or before the Closing Date, those entered into in the Ordinary Course of Business which are necessary to continue the operations of the Properties and Safety Harbor in the ordinary wear Course of Business or -Lhose which are terminable without penalty on sixty (60) days' notice; (iv) each Seller will cause its respective Property to be operated and tear maintained in the manner in which it is being operated and casualty exceptedmaintained as of the date of this Agreement, butwhich undertaking includes, but is not limited to, maintaining Fixtures and Tangible Personal Property, Consumables and Suvply Inventories in those quantities and at those levels present as of the date of this Agreement (subject to normal adjustments to take into account the seasonal nature of the Business) and entering into bookings in the Ordinary Course of Business; (v) SSPC will Dromptly notify CapStar o'L any event, in matter arising Drior to the Closing which could reasonably be expected to have a manner consistent with reasonable and prudent business practices, Material Adverse Effect (including, without limitation, maintaining the same levels of staffing and personnel at the Property as currently maintained on the Property; (B) Maintain (commencement o'L any litigation or cause the maintenance of) all casualty, liability and hazard insurance currently in force with respect to the Property; (C) Not cause the Property, Droceeding or any interest therein, to be alienated, encumbered notice of a violation of AiDplicable Laws issued @y any governmental or quasi-governmental authority; (other than by mechanics’ vi) SSPC will promptly notify CapStar of any actual or materialmen’s liens or claims which Sellers shall promptly pay or bond off so as to discharge the same from record prior to Closing) or otherwise transferred; (D) Continue to conduct business with respect to the Property in the same manner in which said business has been heretofore conducted (but in any event in accordance with good business practices); (E) Except as otherwise expressly provided in this Contract, shall not, without the prior consent of Buyer, allow the Company to enter into any contract, commitment or undertaking (other than New Leases, as hereinafter defined and separately addressed), make any change in or acceleration of the Company’s normal and customary billing practices, or make any Droposed change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s prior written consent, allow the Company to enter into any other contract or Contract affecting the Property unless such contract or Contract is terminable without cause by the owner assessed value of the Property on not more than thirty ProDerties or any portion of the Properties (30including any tentative or preliminary assessment) days’ notice and of the institution or proposed institution of any pr I oceeding (whether formal, informal, judicial or administrative) relal-ing to any such change or proposed change; and (vi-i) no Seller will take any action with respecl- to the contesting or resolution of the taxable assessed value of the Land and Imorovements without the payment pr@or written consent of any termination fee or penalty; (F) TakeCaDStar, or cause to whic@ consent shall not be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct from the date hereof to the Closing Date and refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period; (G) Shall not, without Buyer’s prior written consent, allow the Company to enter into any (i) new lease for any part of the Property, (ii) amendment, modification, or renewal of an existing Lease, (iii) accept the surrender of premises under any Lease, (iv) consent to sublease, or (v) terminate any existing Lease or dispossess any tenant under an existing Lease (each of (i), (ii), (iii), (iv) and (v) being herein collectively referred to as a “New Lease”) which is a departure from the Company’s current leasing guidelines it has in place with its current Property management team; (H) Not remove any of the Tangible Personal Property except as may be required for necessary repair or replacement (provided that any replacement shall be of equal quality as existed at the time of removal) and, in the case of supplies, except for those items consumed in the ordinary course of business; (I) Cause the Company to perform its obligations under the Leases and Contracts; and (J) Unless this Contract is terminated pursuant to any termination provisions contained herein, not enter into any contracts for the sale of the Membership Interests to any other partyunreasonably withheld.

Covenants of Sellers. Between 7.01 Operation of Business Assets Prior to the Closing Date. Sellers, jointly and severally, covenant and agree that, except as expressly provided in this Agreement or as otherwise approved by Buyer in writing, at all times from the date hereof and through the Closing Date, Sellers shall: (A) Maintain (or cause they shall comply with the maintenance of) the Property in its current condition, ordinary wear and tear and casualty excepted, but, in any event, in a manner consistent with reasonable and prudent business practices, including, without limitation, maintaining the same levels of staffing and personnel at the Property as currently maintained on the Property; (B) Maintain (or cause the maintenance of) all casualty, liability and hazard insurance currently in force following with respect to the Property;Business Assets and the Facility: (Ca) Not cause the PropertyThe Business Assets shall in all material respects be kept, or any interest therein, to be alienated, encumbered (other than by mechanics’ or materialmen’s liens or claims which Sellers shall promptly pay or bond off so as to discharge the same from record prior to Closing) or otherwise transferred; (D) Continue to conduct business with respect to the Property operated and maintained in the same manner in which said ordinary course of business has been heretofore conducted (but in any event in accordance with good business practices);the past operating and maintenance practices of New Avoca. (Eb) Except as Each Seller shall use commercially reasonable efforts to continue to preserve the present customer and supplier relations that have heretofore been developed by New Avoca in connection with the Facility. (c) Each Seller shall cause New Avoca to, in all material respects and in a timely manner, make all payments due under and otherwise expressly provided in this Contractperform all its other obligations under all Easements, shall not, without the prior consent of Buyer, allow the Company to enter into any contract, commitment or undertaking (other than New Leases, as hereinafter defined Contracts and separately addressed), make any change Permits in or acceleration of the Company’s normal and customary billing practices, or make any change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s prior written consent, allow the Company to enter into any other contract or Contract affecting the Property unless such contract or Contract is terminable without cause by the owner of the Property on not more than thirty (30) days’ notice and without the payment of any termination fee or penalty; (F) Take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct from the date hereof to the Closing Date and refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period; (G) Shall not, without Buyer’s prior written consent, allow the Company to enter into any (i) new lease for any part of the Property, (ii) amendment, modification, or renewal of an existing Lease, (iii) accept the surrender of premises under any Lease, (iv) consent to sublease, or (v) terminate any existing Lease or dispossess any tenant under an existing Lease (each of (i), (ii), (iii), (iv) and (v) being herein collectively referred to as a “New Lease”) which is a departure from the Company’s current leasing guidelines it has in place accordance with its current Property management team; (H) Not remove respective terms and not cancel, amend, modify, abandon, extend or renew any of the Tangible Personal Property except as may be required for necessary repair same, or replacement (provided that permit any replacement shall be of equal quality as existed at the time of removal) andsame to lapse, in the case of supplies, except for those items consumed other than in the ordinary course of business;. Notwithstanding the preceding, should a Seller or New Avoca cancel, amend, modify, abandon, extend or renew any Material Contract, or permit any of the same to lapse, the Sellers shall provide Buyer written notification of such event within three (3) Business Days from the occurrence thereof or prior to the Closing Date, whichever occurs first. (Id) Cause Neither Seller shall, nor permit New Avoca to, dispose of any interest in any of the Company Business Assets or take any action (including the entry into any contract, agreement or instrument) the taking of which, or omit to perform its obligations under take any action the Leases and Contracts; and omission of which, would reasonably be expected to (Ji) Unless this Contract is terminated pursuant cause an Encumbrance to arise with respect to any termination provisions contained herein, not enter into any contracts for the sale of the Membership Interests Business Assets (other than Permitted Encumbrances), (ii) bind New Avoca or the Business Assets in a manner that would reasonably be expected to any other partyrequire capital expenditures in excess of Five Thousand and No/100 Dollars ($5,000.00), or (iii) be outside of the normal scope of maintaining and operating the Business Assets.

Covenants of Sellers. Between From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, except as expressly contemplated by this Agreement or as set forth on Schedule 6.1, unless the prior written consent of Purchaser shall have been obtained, which consent shall not be unreasonably withheld: (a) Sellers shall (i) engage in the Merchant Business only in the usual, regular, and ordinary course, (ii) use its reasonable efforts to preserve intact the Merchant Business organization and Merchant Assets and maintain its rights and franchises constituting Merchant Assets, and (iii) take no action which would materially adversely affect the ability of any party to obtain any Consents required for the transactions contemplated hereby, or materially adversely affect the ability of any party to perform its covenants and agreements under this Agreement; provided, however, Purchaser understands and agrees that Sellers may, at any time on or after the date hereof and in their sole discretion, provide any Employee with a notice of termination of employment. (b) Sellers shall not do or agree or commit to do any of the Closing Date, Sellers shallfollowing: (Ai) Maintain (or cause the maintenance of) the Property in its current condition, ordinary wear and tear and casualty excepted, but, in any event, in a manner consistent with reasonable and prudent business practices, including, without limitation, maintaining the same levels of staffing and personnel at the Property as currently maintained on the Property; (B) Maintain (or cause the maintenance of) all casualty, liability and hazard insurance currently in force with respect to the Property; (C) Not cause the Propertyimpose, or suffer the imposition, on any interest therein, of the Merchant Assets of any Lien or permit any such Lien to be alienated, encumbered exist (other than by mechanics’ or materialmen’s liens or claims which Sellers shall promptly pay or bond off so Liens in effect as to discharge of the same from record prior to Closingdate hereof); or (ii) sell, lease, mortgage or otherwise transferred;dispose of or otherwise encumber any Merchant Asset other than in the ordinary course of business for reasonable and adequate consideration; or (Diii) Continue to conduct business with respect grant any increase in compensation or benefits to the Property in employees or officers of the same manner in which said business has been heretofore conducted (but in any event Merchant Business, except in accordance with good business practices); (E) Except past practice or as otherwise expressly provided in this Contract, shall not, without required by Law; pay any severance or termination pay or any bonus to any employees of the prior consent of Buyer, allow the Company to enter into any contract, commitment or undertaking (Merchant Business other than New Leases, as hereinafter defined and separately addressed), make any change pursuant to written policies or written Contracts in or acceleration of the Company’s normal and customary billing practices, or make any change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s prior written consent, allow the Company to enter into any other contract or Contract affecting the Property unless such contract or Contract is terminable without cause by the owner of the Property effect on not more than thirty (30) days’ notice and without the payment of any termination fee or penalty; (F) Take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct from the date hereof to the Closing Date and refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period;this Agreement; or (G) Shall not, without Buyer’s prior written consent, allow the Company to enter into any (i) new lease for any part of the Property, (ii) amendment, modification, or renewal of an existing Lease, (iii) accept the surrender of premises under any Lease, (iv) consent to sublease, or (v) terminate any existing Lease or dispossess any tenant under an existing Lease (each of (i), (ii), (iii), (iv) and (v) being herein collectively referred to as a “New Lease”) which is a departure from the Company’s current leasing guidelines it has in place with its current Property management team; (H) Not remove any of the Tangible Personal Property except as may be required for necessary repair or replacement (provided that any replacement shall be of equal quality as existed at the time of removal) and, in the case of supplies, except for those items consumed in the ordinary course of business; (I) Cause , modify, amend or terminate any Contract or waive, release, compromise or assign any material rights or claims relating to the Company to perform its obligations under the Leases and Contracts; and (J) Unless this Contract is terminated pursuant to any termination provisions contained herein, not enter into any contracts for the sale of the Membership Interests to any other partyMerchant Business.

Covenants of Sellers. Between the date hereof and the Closing Date, Sellers shallEach Seller hereby agrees as follows: (A1) Maintain (or cause After the maintenance of) Effective Date and prior to the Closing, no part of the Property in its current condition, ordinary wear and tear and casualty excepted, but, in any event, in a manner consistent with reasonable and prudent business practices, including, without limitation, maintaining the same levels of staffing and personnel at the Property as currently maintained on the Property; (B) Maintain (or cause the maintenance of) all casualty, liability and hazard insurance currently in force with respect to the Property; (C) Not cause the Propertyowned by such Seller, or any interest therein, to will be alienated, encumbered (other than by mechanics’ or materialmen’s liens or claims which Sellers shall promptly pay or bond off so as to discharge the same from record prior to Closing) sold or otherwise transferred; (D) Continue to conduct business with respect to the Property in the same manner in which said business has been heretofore conducted (but in any event in accordance with good business practices); (E) Except as otherwise expressly provided in this Contract, shall not, without the prior consent of Buyer, allow the Company to enter into any contract, commitment or undertaking (other than New Leases, as hereinafter defined and separately addressed), make any change in or acceleration of the Company’s normal and customary billing practices, or make any change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s prior written consent, allow the Company to enter into any other contract or Contract affecting the Property unless such contract or Contract is terminable without cause by the owner of the Property on not more than thirty (30) days’ notice and without the payment of any termination fee or penalty; (F) Take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct from the date hereof to the Closing Date and refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period; (G) Shall not, transferred without Buyer’s prior written consent, allow other than normal repairs, replacements and consumption in the Company to enter into any (i) new lease for any part ordinary course of the operation and management of the Property. None of the Personal Property currently located in Building 800 shall be removed. (2) Such Seller may apply all or any portion of any security deposits then held by such Seller toward any loss or damage incurred by such Seller by reason of any defaults by tenants to the extent allowed under applicable law and my exercise any rights or remedies available to such Seller with respect to defaults by tenants. Such Seller shall not be required to notify Buyer of any such action, (ii) amendment, modification, nor shall such action affect the obligations of Buyer under this Agreement in any manner or renewal of an existing Lease, (iii) accept entitle Buyer to any reduction in the surrender of premises under Purchase Price or any Lease, (iv) consent credit or allowance. Such Seller agrees not to sublease, modify or (v) terminate any existing Lease or dispossess enter into a new lease for any tenant under an existing Lease portion of the Real Property owned by such Seller without Buyer’s consent, which consent may be withheld in Buyer’s sole discretion. Between the Effective Date and the Closing Date, a Seller shall not collect any rent for more than one (each 1) month in advance, unless consistent with customary practices in the area of the property in connection with new leases (isuch as “first and last month’s rent”), (ii), (iii), (iv) and (v) being herein collectively referred except with respect to as a “New Lease”) which is a departure from the Company’s current leasing guidelines it has recovery of future rents in place with its current Property management team;any legal action instituted against any tenant. (H3) Not remove Until the Closing, such Seller shall operate and maintain the Property in the manner in which it is being operated and maintained on the Effective Date, including, without limitation, renewal or termination of any Service Contracts (except with respect to any utility contracts, which shall require Buyer’s written consent to any renewal or termination by Seller of such contracts, which approval shall not be unreasonably withheld). Subject to the Tangible Personal Property except as may be required for necessary repair or replacement (provided that any replacement foregoing, each Seller shall be of equal quality as existed at the time of removal) and, in the case of supplies, except for those items consumed in the ordinary course of business; (I) Cause the Company entitled to perform its obligations under the Leases and Contracts; and (J) Unless this Contract is terminated pursuant to any termination provisions contained herein, not enter into new Service Contracts from and after the Effective Date, provided any contracts for the sale of the Membership Interests to any other partynew Service Contract entered into by such Seller shall be terminable on thirty (30) days prior notice, without penalty.

Covenants of Sellers. Between (a) Loan Seller covenants that, between the date hereof and the Closing Date, Sellers Loan Seller shall: (Ai) Maintain comply with all material requirements of applicable law applicable to each Loan; (ii) service (or cause to be serviced) each Loan substantially in the maintenance ofsame manner as same has been serviced prior to the date hereof; (iii) not settle or compromise, or forbear to exercise, any rights or remedies of Loan Seller with respect to any Loan or enter into any agreement in furtherance of the foregoing, except pursuant to the terms of any existing forbearance agreement, loan modification agreement or other agreement in connection with any Loan; (iv) not offer for sale any Loan (other than pursuant to this Agreement); (v) not take any action which would encumber or adversely affect the Loan Seller’s title to any Loan; (vi) not take any action or consent or approve of any action by Borrower that could result in a lien or encumbrance that would be senior in lien and priority to the Security Instruments securing any Loan; (vii) not modify, cancel, terminate, extend, renew or otherwise change in any manner any of the terms, covenants or conditions of any of the Loan Documents, or grant any consent to any matter requiring the consent of Loan Seller under any Loan Document, without the prior written consent of Purchaser; and (viii) discontinue any Foreclosure Action or instruct Foreclosure Counsel to materially alter or change any strategy regarding the Foreclosure Actions, without the prior written consent of Purchaser. (b) Property Seller covenants that, between the date hereof and the Closing Date, Property Seller shall: (i) comply with all material requirements of applicable law applicable to each Property; (ii) operate each Property substantially in the same manner as same has been operated prior to the date hereof; (iii) maintain each Property in its current conditiongood order and repair so that same shall be in the same condition on the Closing Date as it is in on the date hereof, ordinary reasonable wear and tear and casualty excepted; (iv) keep each Property insured in accordance with Seller’s existing insurance program; (v) not offer for sale any Property (other than pursuant to this Agreement); (vi) not commit, butagree to, or acquiesce in, any act which could, in any eventway, affect or impair the current permitted use of any Property; (vii) not take any action which would encumber or affect the marketability of title to any Property; (viii) not remove any personal property or fixtures located on any Property unless replaced by personal property or fixtures (which are free and clear of all liens and encumbrances) of equal or greater utility and value; (ix) not withdraw, settle or otherwise compromise any protest or reduction proceeding affecting real estate taxes assessed against any Property 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, conditioned or delayed; (x) not voluntarily grant, create or assume any mortgage, lien, encumbrance, easement, covenant, condition, right-of-way or restriction upon any Property, or voluntarily take any action adversely affecting the title to any Property as it exists on the date hereof; (xi) perform all of Property Seller’s material obligations as landlord under the Leases and enforce all of the material obligations of the Tenants under the Leases; (xii) not modify, cancel, terminate, extend, renew or otherwise change in any manner any of the terms, covenants or conditions of any of the Leases (other than to enforce Property Seller’s rights as lessor under a manner consistent Lease), or grant any consent to any matter requiring the consent of Property Seller under any Lease (including, without limitation, assignments and sublettings thereunder), without the prior written consent of Purchaser; and (xiii) terminate (or cause to be terminated) all management agreements and service contracts with reasonable respect to the Properties by the Closing Date (other than such management agreements and prudent business practicesservice contracts that Purchaser has elected to assume by written notice to Sellers on or prior to the expiration of the Due Diligence Period). (c) Sellers shall promptly deliver to Purchaser copies of any real estate tax bills received by any Seller after the date hereof, even if received after the Closing Date. (d) Loan Seller hereby agrees to cooperate in good faith with Purchaser, at Purchaser’s sole cost and expense, to enforce any and all rights and remedies in connection with the Loans pursuant to the Foreclosure Actions, including, without limitation, maintaining directing Foreclosure Counsel to file actions at court in continuation of any foreclosure proceeding instituted by Loan Seller prior to the same levels of staffing and personnel at Closing Date, for the Property as currently maintained period commencing on the Property;Closing Date and continuing with respect to each Loan until the earlier of the date on which (i) fee ownership of the applicable Collateral Property is duly conveyed to Purchaser (or its designee) by a deed-in-lieu of foreclosure or other form conveyance as Purchaser may elect in its sole discretion, (ii) such Collateral Property is sold in a foreclosure sale, or (iii) Purchaser notifies Loan Seller that Purchaser has been substituted as a plaintiff in the applicable Foreclosure Action and no further action is required by Loan Seller under applicable civil procedure laws for Purchaser to continue (or dismiss) such Foreclosure Action. In furtherance of the foregoing, as soon as practicable following the Closing Date, Purchaser shall cause itself to be substituted as Purchaser as a plaintiff in the Foreclosure Action, and, upon request of Purchaser, Loan Seller shall (w) further cooperate with Purchaser to substitute Purchaser as a plaintiff in the Foreclosure Action, (x) authorize and instruct Foreclosure Counsel to cooperate with Purchaser prior to the Closing Date with respect to any requests for information in connection with the Foreclosure Actions (y) permit Purchaser after the Closing Date to retain Foreclosure Counsel in connection with the Foreclosure Actions and waive any conflict of interest arising out of such representation, and (z) turn over (and direct Foreclosure Counsel to turn over) all files regarding the Foreclosure Actions to Purchaser and/or its counsel. Notwithstanding the foregoing, Loan Seller acknowledges and agrees that Purchaser is not obligated to pursue or continue the Foreclosure Actions. The obligations of Purchaser and Loan Seller under this Section 6.4(d) shall survive the Closing Date. (Be) Maintain (or cause Without limitation any other obligations of Sellers under this Agreement, as soon as practicable following the maintenance of) execution of this Agreement by Sellers and Purchaser, Sellers shall submit this Agreement together with all casualty, liability and hazard insurance currently required supporting materials to the United States Office of the Comptroller of the Currency in force order to obtain a notice of “non-objection” with respect to the Property; transactions contemplated hereby (Cthe “OCC Clearance”) Not cause the Propertyand shall thereafter diligently endeavor, or any interest thereinat its sole cost and expense, to be alienated, encumbered (other than by mechanics’ or materialmen’s liens or claims which Sellers shall promptly pay or bond off so obtain the OCC Clearance as to discharge the same from record prior to Closing) or otherwise transferred; (D) Continue to conduct business with respect to the Property in the same manner in which said business has been heretofore conducted (but in any event in accordance with good business practices); (E) Except soon as otherwise expressly provided in this Contract, shall not, without the prior consent of Buyer, allow the Company to enter into any contract, commitment or undertaking (other than New Leases, as hereinafter defined and separately addressed), make any change in or acceleration of the Company’s normal and customary billing practices, or make any change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s prior written consent, allow the Company to enter into any other contract or Contract affecting the Property unless such contract or Contract is terminable without cause by the owner of the Property on not more than thirty (30) days’ notice and without the payment of any termination fee or penalty; (F) Take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct from the date hereof to the Closing Date and refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period; (G) Shall not, without Buyer’s prior written consent, allow the Company to enter into any (i) new lease for any part of the Property, (ii) amendment, modification, or renewal of an existing Lease, (iii) accept the surrender of premises under any Lease, (iv) consent to sublease, or (v) terminate any existing Lease or dispossess any tenant under an existing Lease (each of (i), (ii), (iii), (iv) and (v) being herein collectively referred to as a “New Lease”) which is a departure from the Company’s current leasing guidelines it has in place with its current Property management team; (H) Not remove any of the Tangible Personal Property except as may be required for necessary repair or replacement (provided that any replacement shall be of equal quality as existed at the time of removal) and, in the case of supplies, except for those items consumed in the ordinary course of business; (I) Cause the Company to perform its obligations under the Leases and Contracts; and (J) Unless this Contract is terminated pursuant to any termination provisions contained herein, not enter into any contracts for the sale of the Membership Interests to any other partypracticable.

Covenants of Sellers. Between Sellers jointly agree to observe and perform the date hereof following covenants and agreements: (a) Conduct of the Business Prior to the Closing Date, Sellers shall: (A) Maintain (or cause . During the maintenance of) the Property in its current condition, ordinary wear and tear and casualty excepted, but, in any event, in a manner consistent with reasonable and prudent business practices, including, without limitation, maintaining the same levels of staffing and personnel at the Property as currently maintained on the Property; (B) Maintain (or cause the maintenance of) all casualty, liability and hazard insurance currently in force with respect to the Property; (C) Not cause the Property, or any interest therein, to be alienated, encumbered (other than by mechanics’ or materialmen’s liens or claims which Sellers shall promptly pay or bond off so as to discharge the same from record prior to Closing) or otherwise transferred; (D) Continue to conduct business with respect to the Property in the same manner in which said business has been heretofore conducted (but in any event in accordance with good business practices); (E) Except as otherwise expressly provided in this Contract, shall not, without the prior consent of Buyer, allow the Company to enter into any contract, commitment or undertaking (other than New Leases, as hereinafter defined and separately addressed), make any change in or acceleration of the Company’s normal and customary billing practices, or make any change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s prior written consent, allow the Company to enter into any other contract or Contract affecting the Property unless such contract or Contract is terminable without cause by the owner of the Property on not more than thirty (30) days’ notice and without the payment of any termination fee or penalty; (F) Take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct period from the date hereof to the Closing Date Date, Sellers will operate the Assets and refrain from taking any action which would causethe Business in the usual, or threaten regular and ordinary course consistent with past practice and will use all commercially reasonable efforts to cause, any of such warranties and representations to become incorrect or untrue at any time during such period; (G) Shall not, without Buyer’s prior written consent, allow the Company to enter into any (i) new lease for any part of preserve intact the PropertyBusiness and preserve the goodwill and relationships with customers, suppliers and others having business dealings with the Business, (ii) amendmentmaintain the properties, modification, or renewal of an existing Lease, (iii) accept the surrender of premises under any Lease, (iv) consent to sublease, or (v) terminate any existing Lease or dispossess any tenant under an existing Lease (each of (i), (ii), (iii), (iv) machinery and (v) being herein collectively referred to as a “New Lease”) which is a departure from the Company’s current leasing guidelines it has in place with its current Property management team; (H) Not remove any of the Tangible Personal Property except as may be required for necessary repair or replacement (provided that any replacement shall be of equal quality as existed at the time of removal) and, equipment included in the case of supplies, except for those items consumed Assets in sufficient operating condition and repair (subject to retirements in the ordinary course of businessbusiness consistent with past practice) to enable Buyer to use them as they have been used in conduct of the Business, and (iii) conduct the Business in such manner that the representations and warranties of Sellers contained herein to the extent relating to the Business or the Assets shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, except for representations and warranties made as of, or in respect of, only a specified date or period, and except to the extent expressly permitted by the next sentence hereof. Without limiting the generality of the foregoing, with respect to the Business, except (i) as contemplated in 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 prior to the Closing, Sellers will: (1) Not make or permit any material change in the general nature of the Business; (I2) Cause Not enter into any material transaction or Contract that would be required to be described on Schedule 5.12 if in existence on the Company date hereof, other than (a) pursuant to perform its obligations under the Leases and Contracts; andCapital Budget, (b) the pur- chase of gas in accordance with the Asset Management Plan described in item II.2 of Schedule 5.8 (the "Asset Management Plan") or (c) in the ordinary course of business consistent with past practices provided Buyer has consented thereto in writing, which consent shall not be unreasonably withheld or delayed; (J3) Unless this Not purchase, sell, lease, dispose of or other- wise transfer or make any Contract is terminated for the purchase, sale, lease, disposition or transfer of, any material Assets other than (a) pursuant to the Capital Budget, (b) the purchase of gas in accordance with the Asset Management Plan or (c) in the ordinary course of business consistent with past practices provided Buyer has consented thereto in writing, which consent shall not be unreasonably with- held or delayed; (4) Not subject any termination provisions contained hereinof the Assets to Encumbrances (other than Permitted Encumbrances); (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) Comply in all material respects with all ap- plicable material Legal Requirements and Orders, including 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; (7) Except in the ordinary course of business con- sistent with past practice or in accordance with the terms of any existing Contract or Employee Plan, not grant any material increase or change in total compensation or benefits to any of the Transferred Employees; not enter into any contracts employment, severance or similar Contract with any Person or amend any such existing Contracts to increase any amounts payable thereunder or benefits pro- vided thereunder; and not enter into any collective bargaining agreement; (8) Not terminate any Material Contract or any other Contract described on Schedule 5.12 except in the case of a breach of such Con- tract by the other party thereto; (9) Not create, incur, assume, guarantee or other- wise become liable with respect to any indebtedness for money borrowed or capitalized lease other than in the sale ordinary course of business consistent with past practice (it being understood and agreed that customer advances, customer deposits and construction advances do not create indebtedness for money bor- rowed), except pursuant to advances made by Citizens to LGSN or the Business; (10) Not make any material change in the levels of storage inventory customarily maintained by Citizens or LGSN with respect to the Business and taking into account seasonal demands and the requirements of the Membership Interests Asset Management Plan, including pursuant to any other partythe Contract described as item I.4 in Schedule 5.12; or (11) Not change accounting policies or collection or payment procedures or practices with respect to accounts receivable or accounts payable. (b) Access to the Business,

Covenants of Sellers. Between After the date hereof and the Closing Date, Sellers shall: (A) Maintain (or cause the maintenance of) the Property in its current condition, ordinary wear and tear and casualty excepted, but, in any event, in a manner consistent with reasonable and prudent business practices, including, without limitation, maintaining the same levels of staffing and personnel at the Property as currently maintained on the Property; (B) Maintain (or cause the maintenance of) all casualty, liability and hazard insurance currently in force with respect to the Property; (C) Not cause the Property, or any interest therein, to be alienated, encumbered (other than by mechanics’ or materialmen’s liens or claims which Sellers shall promptly pay or bond off so as to discharge the same from record prior to Closing) or otherwise transferred; (D) Continue to conduct business with respect to the Property in the same manner in which said business has been heretofore conducted (but in any event in accordance with good business practices); (E) Except as otherwise expressly provided in this Contract, shall not, without the prior consent of Buyer, allow the Company to enter into any contract, commitment or undertaking (other than New Leases, as hereinafter defined and separately addressed), make any change in or acceleration of the Company’s normal and customary billing practices, or make any change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s prior written consent, allow the Company to enter into any other contract or Contract affecting the Property unless such contract or Contract is terminable without cause by the owner of the Property on not more than thirty (30) days’ notice and without the payment of any termination fee or penalty; (F) Take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct from the date hereof to the Closing Date or earlier termination of this Agreement, except as set forth in Section 4.1 of the Seller Disclosure Letter and refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period; (G) Shall not, without Buyer’s prior written consent, allow the Company to enter into any except (i) new lease for any part of the Propertyas contemplated in or permitted by this Agreement, (ii) amendmentas provided for in the operating budgets or capital budgets (copies of which, modificationin their current form, or renewal of an existing Leasehave been made available to Buyer) for the Company and its Subsidiaries (the “Company Budget”), (iii) accept as may be required to comply with the surrender of premises under any LeaseEnergy Conversion Agreements, (iv) consent in connection with necessary or prudent repairs due to subleasebreakdown or casualty, or other actions taken in response to a business emergency or other unforeseen operational matters, (v) as required by applicable law, or (vvi) terminate to the extent Buyer shall otherwise consent, which decision regarding consent shall be made promptly and which consent shall not be unreasonably withheld, conditioned or delayed, Sellers shall exercise the voting, governance and contractual powers available to them to cause the Company to, the Company shall and shall cause its Subsidiaries to, and shall, to the extent reasonably possible, exercise the voting, governance and contractual powers available to the Company and its Subsidiaries to cause the Ilijan Entities to (but subject in each case to any existing Lease contractual, fiduciary or dispossess any tenant under an existing Lease similar obligation of Sellers, the Company, its Subsidiaries or the Ilijan Entities): (each of a) not amend its Organizational Documents, other than amendments that are ministerial in nature or otherwise immaterial; (b) not (i)) split, combine or reclassify their respective capital stock, (ii)) redeem, repurchase or otherwise acquire any shares of its capital stock or any Options with respect thereto or (iii)) issue, (iv) and (v) being herein collectively referred to as a “New Lease”) which is a departure from the Company’s current leasing guidelines it has in place deliver or sell any shares of its capital stock or any Options with its current Property management teamrespect thereto; (Hc) Not remove not, other than in the ordinary and usual course of business, make any acquisition of, or investment in, assets or stock of any other person or entity in excess of $5,000,000 in the aggregate in any calendar year; (d) not, other than in the ordinary and usual course of business, sell, lease, license, encumber or otherwise dispose of any of the Tangible Personal Property except as may be required for necessary repair or replacement (provided that any replacement shall be its assets in excess of equal quality as existed at the time of removal) and, $5,000,000 in the case of supplies, except for those items consumed aggregate in any calendar year; (e) not incur any indebtedness other than (i) borrowings in the ordinary course of business, (ii) borrowings under existing credit facilities as such facilities may be amended or replaced, or (iii) in an aggregate amount not to exceed $5,000,000; (If) Cause not, other than in the ordinary and usual course of business or as may be required by applicable law, enter into, amend in any material respect or terminate any material Benefit Plan, increase in any material respect the compensation or fringe benefits of any current or former employee, or pay any benefit not required by any plan or arrangement in effect as of the date hereof to any current or former employee; (g) not make any commitments for or make capital expenditures in the aggregate in excess of 120% of the amount of capital expenditures budgeted in the Company Budget in any calendar year; (h) not make any material changes in their accounting methods, except as required by law, rule, regulation or IFRS; (i) not adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the transactions contemplated by this Agreement); (j) maintain insurance with financially responsible or internationally recognized insurers in such amounts and against such risks and losses as are consistent with existing market conditions and the insurance maintained in respect of similar power generation facilities; (k) use commercially reasonable efforts to perform cause the satisfaction of the condition set forth in Section 6.2(d) and not permit Mirant Sual to enter into any material and adverse amendment or supplement to, or make any material and adverse concession or agree to any material Change Order under, the Repair Contracts (as defined in Section 6.2(d) of the Seller Disclosure Letter); (l) not materially amend or supplement, supersede or terminate, or approve any material waiver or consent with respect to the Energy Conversion Agreements or the Performance Undertakings; (m) create, permit or allow to exist any Encumbrance against any shares of the Company or its obligations Subsidiaries, except pursuant to the Senior Secured Credit Facility (which Encumbrance is to be released in connection with the Closing); (n) not enter into any agreement that materially and adversely restricts the ability of the Company or any of its Subsidiaries to conduct business after the Closing; (o) operate, maintain and repair the Facilities in accordance with Prudent Utility Practices (as defined in the Credit Agreement for the Senior Secured Credit Facility), including, subject to changes in customary maintenance, overhauls and capital expenditures necessary or advisable in connection with the outages, testing and repair of units 1 and 2 of the Sual generating facility, the continued scheduling and performance of regular and customary maintenance and overhauls, and capital expenditures, and the maintenance of spare parts inventories on a basis consistent with the inventories maintained by it in the ordinary and usual course of business; (p) discharge all material liabilities and make all material payments as they become due (including under the Leases and ContractsSenior Secured Credit Facility), except in connection with a good faith dispute; and (Jq) Unless this Contract is terminated pursuant to any termination provisions contained hereinfor each of the foregoing negative covenants, not enter into any contracts for the sale of the Membership Interests agreement to any other partydo such prohibited action.

Covenants of Sellers. A. During reasonable business hours between the date hereof and Closing, Purchaser, its agents, representatives and employees may inspect the Real Estate and its various systems. B. Between the date hereof and the Closing DateClosing, Sellers shallSellers: (Ai) Maintain (or cause Shall maintain the maintenance of) the Property Real Estate in its current present condition and from time to time shall make all necessary repairs, renewals, replacements, additions and improvements necessary to keep the Real Estate in its present condition, ordinary wear and tear and casualty excepted, but, in any event, in a manner consistent with reasonable and prudent business practices, including, without limitation, maintaining the same levels of staffing and personnel at the Property as currently maintained on the Property;. (Bii) Maintain (or cause the maintenance of) all casualty, liability and hazard insurance currently in force with respect to the Property; (C) Not cause the Property, or any interest therein, to be alienated, encumbered (other than by mechanics’ or materialmen’s liens or claims which Sellers shall promptly pay or bond off so as to discharge the same from record prior to Closing) or otherwise transferred; (D) Continue to conduct business with respect to the Property in the same manner in which said business has been heretofore conducted (but in any event in accordance with good business practices); (E) Except as otherwise expressly provided in this Contract, shall Shall not, without the prior consent of Buyer, allow the Company to enter into any contract, commitment or undertaking (other than New Leases, as hereinafter defined and separately addressed), make any change in or acceleration of the Company’s normal and customary billing practices, or make any change in the Company’s normal and customary advertising, promotional or maintenance practices, and Sellers shall not, without first obtaining Buyer’s Purchaser's prior written consent, allow modify, amend or terminate any of the Company to contracts or agreements providing for the operation of the Real Estate. (iii) Shall not, without Purchaser's prior written consent, enter into any other contract or Contract affecting agreement pertaining to the Property unless such contract or Contract is terminable Real Estate which involves expenditures payable after Closing in an aggregate amount in excess of One Thousand Dollars ($1,000.00) in any year which, in the judgment of Purchaser's attorneys, cannot be terminated without cause by the owner of the Property on penalty after Closing upon not more than thirty (30) days’ notice days notice, without penalty. (iv) Shall not convey or remove from the Real Estate any of the Personal Property, unless such property is replaced in the same or better condition as prior to its removal, or is replaced with other property substantially similar with respect to quality, function and without the payment condition. (v) Upon receipt of notice, shall remedy all violations of laws, ordinances, orders or other requirements of any termination fee governmental authority having jurisdiction over all or penalty; (F) Take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Contract to remain true and correct from the date hereof to the Closing Date and refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period; (G) Shall not, without Buyer’s prior written consent, allow the Company to enter into any (i) new lease for any part of the PropertyReal Estate. C. After the Closing, Sellers shall allow Purchaser to discharge waste water on the real property contiguous to the Real Estate and described on Exhibit D hereto (iithe "Second Parcel") amendmentpursuant to the Agreement attached as Exhibit D1, modificationand will cooperate with Purchaser in Purchaser's efforts to obtain all licenses, permits or renewal of an existing Leasesimilar consents to permit such discharges which Purchaser deems appropriate or necessary, (iii) accept the surrender of premises under any Lease, (iv) consent to sublease, or (v) terminate any existing Lease or dispossess any tenant under an existing Lease (each of (i), (ii), (iii), (iv) and (v) being herein collectively referred to as a “New Lease”) which is a departure from the Company’s current leasing guidelines it has in place with its current Property management team; (H) Not remove any of the Tangible Personal Property except as may be required for necessary repair or replacement (provided that any replacement shall be of equal quality as existed at the time of removal) andfurther execute and deliver, in the case a recordable form, all easements or other land use entitlements necessary to permit such discharge and give third parties notice of suppliessuch discharge agreement. In addition, except for those items consumed in the ordinary course Sellers shall, and hereby do, grant to Purchaser a right of business; (I) Cause the Company to perform its obligations under the Leases and Contracts; and (J) Unless this Contract is terminated pursuant to any termination provisions contained herein, not enter into any contracts first refusal for the sale of Second Parcel, on the Membership Interests to any other partyterms and conditions set forth in Exhibit D2.