Common use of Covenants of the Buyer Clause in Contracts

Covenants of the Buyer. After the date hereof and prior to the Closing Date or earlier termination of this Agreement, each of PSC and Acquisition agrees, as to itself and to each of the Buyer Subsidiaries, as follows except as expressly contemplated or permitted in this Agreement or to the extent the Seller shall otherwise consent in writing, which decision regarding consent shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayed: (a) PSC and Acquisition shall promptly provide the Seller with copies of all filings made by PSC or Acquisition or any of the Buyer Subsidiaries with, and inform the Seller of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby; (b) PSC and Acquisition shall, and PSC shall cause the Buyer Subsidiaries to, use all commercially reasonable efforts to promptly obtain all of the Buyer Required Consents and the Buyer Required Statutory Approvals. PSC and Acquisition shall promptly notify the Seller of any failure or prospective failure to obtain any such consents or approvals and shall provide to the Seller copies of all of the Buyer Required Consents and the Buyer Required Statutory Approvals obtained by PSC, Acquisition or any Buyer Subsidiary to the Seller; and (c) PSC and Acquisition shall not, and PSC shall not permit any of the Buyer Subsidiaries to, willfully take any action that would or is reasonably likely to result in a material breach of any provision of this Agreement or in any of its representations and warranties set forth in this Agreement being untrue on and as of the Closing Date or to unduly delay the Closing.

Covenants of the Buyer. After the date hereof and prior to the Closing Date or earlier termination of this Agreement, each of PSC and Acquisition the Buyer agrees, as to itself and to each of the Buyer Subsidiaries, as follows except as expressly contemplated or permitted in this Agreement or to the extent the Seller shall otherwise consent in writing, which decision regarding consent shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayed: (a) PSC and Acquisition the Buyer shall promptly provide the Seller with copies of all filings made by PSC or Acquisition the Buyer or any of the Buyer Subsidiaries with, and inform the Seller of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby; (b) PSC and Acquisition the Buyer shall, and PSC shall cause the Buyer Subsidiaries to, use all commercially reasonable efforts to promptly obtain all of the Buyer Required Consents and the Buyer Required Statutory Approvals. PSC and Acquisition The Buyer shall promptly notify the Seller of any failure or prospective failure to obtain any such consents or approvals and and, if requested by the Seller, shall provide to the Seller copies of all of the Buyer Required Consents and the Buyer Required Statutory Approvals obtained by PSC, Acquisition or any the Buyer Subsidiary to the Seller; (c) the Buyer will promptly notify the Seller in writing if the Buyer becomes aware of any fact or condition that causes or constitutes a breach of any of the Buyer's representations or warranties, or that would constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of the occurrence or discovery of such fact or condition or if such representation or warranty were not qualified by the term Buyer Material Adverse Effect. The Buyer will promptly notify the Seller of the occurrence of any breach of any covenant of the Buyer in this Agreement, or of the occurrence of any event that may make the satisfaction of the conditions in Sections 7.1 and 7.3 impossible or unlikely; and (cd) PSC and Acquisition the Buyer shall not, and PSC the Buyer shall not permit any of the Buyer Subsidiaries to, willfully take any action that would or is reasonably likely to result in a material breach of any provision of this Agreement or in any of its representations and warranties set forth in this Agreement being untrue on and as of the Closing Date or to unduly delay the Closing.

Covenants of the Buyer. After (a) The Buyer hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause the date hereof Buyer Indemnified Parties and prior their respective Affiliates not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Asset Purchase Agreement or the transactions contemplated thereby against the Guarantor or any Non-Recourse Party, except for (i) claims against the Guarantor under this Limited Guaranty (subject to the Closing Date or earlier termination of this Agreementlimitations described herein), each of PSC and Acquisition agrees, as to itself and to each of (ii) any claim by the Buyer Subsidiaries, as follows except as expressly contemplated or against the Seller to the extent permitted under the Asset Purchase Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement or Limited Guaranty, the Buyer hereby agrees that to the extent the Seller shall otherwise consent is relieved of its payment obligations under the Asset Purchase Agreement (other than due to a rejection of the Asset Purchase Agreement in writingthe context of a bankruptcy or insolvency of the Seller), which decision regarding consent the Guarantor shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayed: (a) PSC and Acquisition shall promptly provide the Seller with copies similarly relieved of all filings made by PSC or Acquisition or any of the Buyer Subsidiaries with, and inform the Seller of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority in connection with its obligations under this Agreement and the transactions contemplated hereby; (b) PSC and Acquisition shall, and PSC shall cause the Buyer Subsidiaries to, use all commercially reasonable efforts to promptly obtain all of the Buyer Required Consents and the Buyer Required Statutory Approvals. PSC and Acquisition shall promptly notify the Seller of any failure or prospective failure to obtain any such consents or approvals and shall provide to the Seller copies of all of the Buyer Required Consents and the Buyer Required Statutory Approvals obtained by PSC, Acquisition or any Buyer Subsidiary to the Seller; andLimited Guaranty. (c) PSC Notwithstanding anything that may be expressed or implied in this Limited Guaranty or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guaranty, the Buyer covenants, agrees and Acquisition shall notacknowledges that no Person other than the Guarantor has any obligations hereunder. The Buyer further covenants, agrees and acknowledges that the Buyer has no right of recovery under this Limited Guaranty, or any claim based on the obligations hereunder against, and PSC no personal liability shall not permit any attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, members, managers, general or limited partners, stockholders, Affiliates (other than the Guarantor) or agents of the Seller or the Guarantor (collectively, but not including the Seller or the Guarantor, each a “Non-Recourse Party”) under this Limited Guaranty. (d) The Buyer Subsidiaries tocovenants, willfully take agrees and acknowledges that the only rights of recovery that the Buyer has with respect to the Asset Purchase Agreement or the transactions contemplated thereby are (i) its rights to recover from the Seller under the Asset Purchase Agreement (subject to the limitations described therein) and from the Guarantor (but not any action Non-Recourse Party) under this Limited Guaranty (subject to the limitations described herein) and (ii) the Buyer’s right to seek specific performance of the obligations of the Seller pursuant to the terms of Section 10.13 of the Asset Purchase Agreement; provided, however, that would in the event the Guarantor (1) consolidates with or merges with any other Person and is reasonably likely not the continuing or surviving entity of such consolidation or merger or (2) transfers or conveys all or substantially all of its properties and other assets to result any Person, then, and in a material breach each such case, the Buyer may seek recourse, whether by enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity, but only to the extent of the liability of the Guarantor hereunder. (e) Notwithstanding any other provision of this Limited Guaranty, the Buyer hereby agrees that the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guaranty, any claim, setoff, deduction, defense or release that the Seller could assert against the Buyer under the terms of, or with respect to, the Asset Purchase Agreement, except for defenses arising out of bankruptcy, insolvency, dissolution or liquidation of the Seller. (f) The Buyer acknowledges and agrees that, following the Closing, the Seller is expected to distribute substantially all of its assets (including the Purchase Price) to the Guarantor or its Affiliates, such that the Seller may have no material assets other than certain contract rights, and that no additional funds are expected to be contributed to the Seller. Recourse against the Guarantor under and pursuant to the terms of this Limited Guaranty shall be the sole and exclusive remedy of the Buyer, the Buyer Indemnified Parties and their respective Affiliates against the Guarantor and the Non-Recourse Parties with respect to any liabilities or obligations arising under, or in connection with, the Asset Purchase Agreement or in the transactions contemplated thereby, including by piercing of the corporate veil or seeking to avoid or recover any distributions by the Seller to the Guarantor or any of its representations and warranties Affiliates. Nothing set forth in this Agreement being untrue on and Limited Guaranty shall confer or give or shall be construed to confer or give to any Person any rights or remedies against any Person including the Guarantor, except to the Buyer as of the Closing Date or to unduly delay the Closingexpressly set forth herein.

Covenants of the Buyer. After (a) The Buyer hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause the date hereof Buyer Indemnified Parties and prior their respective Affiliates not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Asset Purchase Agreement or the transactions contemplated thereby against the Guarantor or any Non-Recourse Party, except for (i) claims against the Guarantor under this Limited Guaranty (subject to the Closing Date or earlier termination of this Agreementlimitations described herein), each of PSC and Acquisition agrees, as to itself and to each of (ii) any claim by the Buyer Subsidiaries, as follows except as expressly contemplated or against the Seller to the extent permitted under the Asset Purchase Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement or Limited Guaranty, the Buyer hereby agrees that to the extent the Seller shall otherwise consent is relieved of its payment obligations under the Asset Purchase Agreement (other than due to a rejection of the Asset Purchase Agreement in writingthe context of a bankruptcy or insolvency of the Seller), which decision regarding consent the Guarantor shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayed: (a) PSC and Acquisition shall promptly provide the Seller with copies similarly relieved of all filings made by PSC or Acquisition or any of the Buyer Subsidiaries with, and inform the Seller of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority in connection with its obligations under this Agreement and the transactions contemplated hereby; (b) PSC and Acquisition shall, and PSC shall cause the Buyer Subsidiaries to, use all commercially reasonable efforts to promptly obtain all of the Buyer Required Consents and the Buyer Required Statutory Approvals. PSC and Acquisition shall promptly notify the Seller of any failure or prospective failure to obtain any such consents or approvals and shall provide to the Seller copies of all of the Buyer Required Consents and the Buyer Required Statutory Approvals obtained by PSC, Acquisition or any Buyer Subsidiary to the Seller; andLimited Guaranty. (c) PSC Notwithstanding anything that may be expressed or implied in this Limited Guaranty or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guaranty, the Buyer covenants, agrees and Acquisition shall notacknowledges that no Person other than the Guarantor has any obligations hereunder. The Buyer further covenants, agrees and acknowledges that the Buyer has no right of recovery under this Limited Guaranty, or any claim based on the obligations hereunder against, and PSC no personal liability shall not permit any attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, members, managers, general or limited partners, stockholders, Affiliates (other than the Guarantor) or agents of the Seller or the Guarantor (collectively, but not including the Seller or the Guarantor, each a “Non-Recourse Party”) under this Limited Guaranty. (d) The Buyer Subsidiaries tocovenants, willfully take agrees and acknowledges that the only rights of recovery that the Buyer has with respect to the Asset Purchase Agreement or the transaction contemplated thereby are (i) its rights to recover from the Seller under the Asset Purchase Agreement (subject to the limitations described therein), and from the Guarantor (but not any action Non-Recourse Party) under this Limited Guaranty (subject to the limitations described herein) and (ii) the Buyer’s right to seek specific performance of the obligations of the Seller pursuant to the terms of Section 10.13 of the Asset Purchase Agreement (subject to the limitations set forth in the Asset Purchase Agreement); provided, however, that would in the event the Guarantor (1) consolidates with or merges with any other Person and is reasonably likely not the continuing or surviving entity of such consolidation or merger or (2) transfers or conveys all or substantially all of its properties and other assets to result any Person, then, and in a material breach each such case, the Buyer may seek recourse, whether by enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity, but only to the extent of the liability of the Guarantor hereunder. (e) Notwithstanding any other provision of this Limited Guaranty, the Buyer hereby agrees that the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guaranty, any claim, set off, deduction, defense or release that the Seller could assert against the Buyer under the terms of, or with respect to, the Asset Purchase Agreement, except for defenses arising out of bankruptcy, insolvency, dissolution or liquidation of the Seller. (f) The Buyer acknowledges and agrees that, following the Closing, the Seller is expected to distribute substantially all of its assets (including the Purchase Price) to the Guarantor or its Affiliates, such that the Seller may have no material assets other than certain contract rights, and that no additional funds are expected to be contributed to the Seller. Recourse against the Guarantor under and pursuant to the terms of this Limited Guaranty shall be the sole and exclusive remedy of the Buyer, the Buyer Indemnified Parties and their respective Affiliates against the Guarantor and the Non-Recourse Parties with respect to any liabilities or obligations arising under, or in connection with, the Asset Purchase Agreement or in any of its representations and warranties the transactions contemplated thereby. Nothing set forth in this Agreement being untrue on and Limited Guaranty shall confer or give or shall be construed to confer or give to any Person any rights or remedies against any Person including the Guarantor, except to the Buyer as of the Closing Date or to unduly delay the Closingexpressly set forth herein.

Covenants of the Buyer. After the date hereof and prior to the Closing Date or earlier termination of this Agreement, each of PSC and Acquisition agrees, as to itself and to each of the Buyer Subsidiaries, agrees as follows except as expressly contemplated or permitted in this Agreement or to the extent the Seller shall otherwise consent in writing, which decision regarding consent shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayed: (a) PSC and Acquisition The Buyer shall promptly provide the Seller with copies of all filings (including the Birmingham SEC Reports) made by PSC or Acquisition or any of the Buyer Subsidiaries with, and inform the Seller of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority (including, but not limited to, the SEC) in connection with this Agreement and the transactions contemplated hereby; (b) PSC and Acquisition shall, and PSC The Buyer shall cause the Buyer Subsidiaries to, use all commercially reasonable efforts to promptly obtain all of the Buyer Required Consents and the Buyer Required Statutory Approvals. PSC and Acquisition The Buyer shall promptly notify the Seller of any failure or prospective failure to obtain any such consents or approvals and shall provide to the Seller copies of all of the Buyer Required Consents and the Buyer Required Statutory Approvals obtained by PSC, Acquisition or any the Buyer Subsidiary to the Seller; and (c) PSC and Acquisition shall not, and PSC The Buyer shall not permit any of the Buyer Subsidiaries to, willfully take any action that would or is reasonably likely to result in a material breach of any provision of this Agreement or in any of its representations and warranties set forth in this Agreement being untrue on and as of the Closing Date or to unduly delay the Closing.

Covenants of the Buyer. After the date hereof and prior to the Closing Date or earlier termination of this Agreement, each of PSC and Acquisition agrees, as to itself and to each of the Buyer Subsidiariesagrees as follows, as follows except as expressly contemplated in or permitted in by this Agreement or to the extent the Seller shall otherwise consent in writing, which decision regarding consent shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayed: (a) PSC the Buyer shall not, and Acquisition shall promptly provide not permit its Affiliates to, (i) acquire or agree to acquire any assets or properties or (ii) acquire or agree to acquire, whether by merger or consolidation, by purchasing any portion of the Seller with copies assets of all filings made or equity in, or by PSC or Acquisition any other manner, any business or any corporation, partnership, limited liability company, association or other business organization or division thereof, in either case, if the entering into of a definitive agreement relating thereto or the Buyer Subsidiaries withconsummation of such acquisition, and inform merger or consolidation could reasonably be expected to (A) impose any delay in the Seller expiration of any communications received fromapplicable waiting period or impose any delay in the obtaining or making of, or increase the risk of not obtaining or making, any state authorizations, consents or federal courtapprovals of, administrative agencyor filing with or notice to, commission or other any Governmental Authority in connection with this Agreement and necessary to consummate the transactions contemplated herebyby this Agreement, (B) increase the risk of any Governmental Authority entering an Order prohibiting such transactions, or (C) prevent, delay or impair the consummation of such transactions; (b) PSC and Acquisition shallthe Buyer shall have or obtain the Funds, and PSC shall cause be in a position to immediately satisfy the Buyer Subsidiaries toFunding Obligations, use all commercially reasonable efforts to in each case as promptly obtain all of the Buyer Required Consents as reasonably practicable and the Buyer Required Statutory Approvals. PSC and Acquisition shall promptly notify the Seller of in any failure event on or prospective failure to obtain any such consents or approvals and shall provide prior to the Seller copies of all of the Buyer Required Consents and the Buyer Required Statutory Approvals obtained by PSC, Acquisition or any Buyer Subsidiary to the SellerClosing Date; and (c) PSC the Buyer shall (i) keep the Seller apprised of all material developments or changes relating to the Financing Agreements and Acquisition the financing contemplated thereby, (ii) not amend in any material respect or terminate the Financing Agreements and shall notuse its best efforts to satisfy its obligations and the conditions thereunder, and PSC (iii) in the event that the Financing Agreements terminate or the lenders which are parties thereto shall not permit any of advise the Buyer Subsidiaries tothat they will not or may not be able to provide the financing contemplated thereby, willfully take any action that would or is promptly notify the Seller and obtain replacement financing arrangements as soon as reasonably likely practicable to result in a material breach of any provision of this Agreement or in any of its representations obtain the Funds and warranties set forth satisfy the Funding Obligations. Notwithstanding anything contained in this Agreement being untrue on to the contrary, the Buyer acknowledges and as of agrees that its obligations hereunder are not conditioned in any manner whatsoever upon it obtaining the Closing Date or Funds to unduly delay satisfy the ClosingFunding Obligations.

Covenants of the Buyer. After the date hereof The Buyer covenants and prior to the Closing Date or earlier termination of this Agreement, each of PSC and Acquisition agrees, agrees as to itself and to each of the Buyer Subsidiaries, as follows except as expressly contemplated or permitted in this Agreement or to the extent the Seller shall otherwise consent in writing, which decision regarding consent shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayedfollows: (a) PSC and Acquisition The Buyer shall promptly provide use commercially reasonable efforts to submit complete application packages to all Assumed Loan Lender Parties for the Seller with copies of all filings made by PSC or Acquisition or any of Loan Assumptions within ten (10) Business Days following the date that form application packages are provided to the Buyer Subsidiaries with, and inform after the Seller of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated herebyDue Diligence Expiration Time; (b) PSC and Acquisition shallThe Buyer shall as soon as reasonably practical supply to the Assumed Loan Lender Parties (i) all financial information with respect to Assumed Loan Property Purchaser, and PSC its direct and indirect owners, as may be reasonably requested by the Assumed Loan Lender Parties, (ii) documentation, supporting information and other items required by the Assumed Loan Documents or otherwise reasonably requested or reasonably required by the Assumed Loan Lender Parties in connection with each Loan Assumption, (iii) at the Closing, evidence that the applicable Assumed Loan Property Purchasers are special purpose entities, to the extent required by the Assumed Loan Documents, and (iv) at the Closing, to the extent required by the Assumed Loan Lender Parties, opinions of counsel with respect to the valid formation, due authority and good standing of the applicable Assumed Loan Property Purchasers, the enforceability of the Loan Assumption Documents, non-consolidation matters and such other matters reasonably requested by the Assumed Loan Lender Parties; (c) The Buyer shall cause the Buyer Subsidiaries to, use continually make all commercially reasonable efforts to promptly obtain consummate all Loan Assumptions with the applicable Sellers and the applicable Assumed Loan Lender Parties; (d) Without limiting the generality of the foregoing, the Buyer Required Consents shall (i) offer to the applicable Assumed Loan Lender Parties the applicable Assumed Loan Property Purchaser as the new borrower and assignee of the borrower’s obligations under the Disclosed Assumed Loan Documents and shall offer such replacement guarantors, indemnitors and other parties to the existing Disclosed Assumed Loan Documents for the Assumed Loan Properties, as more particularly set forth on Schedule 4.2(d)(i); (ii) replace on the Closing Date all existing guarantees, environmental indemnities, and other like indemnities, guarantees and/or credit support set forth in the Disclosed Assumed Loan Documents with respect to matters arising from and after the Closing Date; provided that such replacement guarantees are not recourse as a result of the assumption of the Disclosed Assumed Loan Documents resulting in a default under the Disclosed Assumed Loan Documents or events occurring prior to the Closing Date; (iii) use commercially reasonable efforts to perform and satisfy all other assumption requirements and conditions specified in the Disclosed Assumed Loan Documents or otherwise reasonably imposed by the Assumed Loan Lender Parties, including, without limitation, the requirements and conditions set forth in the Disclosed Assumed Loan Documents and the requirements and conditions set forth in Schedule 4.2(d)(iii); and (iv) provide such reserves as expressly required by the terms of the existing Disclosed Assumed Loan Documents and such other reserves more particularly described on Schedule 4.2(d)(iii) (the “Agreed-Upon Reserves”); (e) The Buyer Required Statutory Approvalsshall use commercially reasonable efforts to keep the Sellers reasonably informed of the progress of obtaining the Loan Assumptions, including using commercially reasonable efforts to provide the Sellers status updates from time to time upon the Sellers’ reasonable request, deliver to the Sellers copies of draft Loan Assumption Documents received from the Assumed Loan Lender Parties and provide the Sellers with notice of, and an opportunity to participate in, scheduled material conversations with the Assumed Loan Lender Parties. PSC and Acquisition The Buyer shall promptly notify also provide the Seller Sellers with written notice of any failure requirements or prospective failure conditions for the Loan Assumptions that the Buyer cannot satisfy, in which case the Sellers shall have the right, but not the obligation, at its election to obtain satisfy such requirements or conditions. (f) Except for changes that are substantially consistent with the matters set forth in Schedule 4.2(f), the Buyer shall not request any material changes or any changes that are not commercially reasonably necessary to evidence the Loan Assumption, provided that in the event Buyer does make such consents or approvals and requests it shall provide have the right to retract such requests in the event of disapproval by the Assumed Loan Lender Parties. (g) Notwithstanding anything to the Seller copies of all of contrary contained herein, the Buyer Required Consents and the Buyer Required Statutory Approvals obtained by PSC, Acquisition or any Buyer Subsidiary to the Seller; and (c) PSC and Acquisition shall not, and PSC shall not permit be obligated to do any of the Buyer Subsidiaries tofollowing in order to obtain the Loan Assumption Consent: (i) repay any portion of the Assumed Loans, willfully take (ii) fund any action reserves other than the Agreed-Upon Reserves, (iii) provide any guarantee with respect to the Assumed Loans, other than the replacement of existing guarantees, environmental indemnities, and other like indemnities or guarantees in accordance with Section 4.2(d) above, (iv) otherwise amend the Assumed Loans to increase the obligations or reduce the rights of the borrower and the guarantors thereunder other than to a de minimis extent, (v) assume any Assumed Loan Document that is not a Disclosed Assumed Loan Document or (vi) assume any Assumed Loan that is in default on the Closing Date if the Assumed Loan Property Purchaser or its affiliates would or is reasonably likely to result in a material breach of any provision of this Agreement or in any of its representations be liable for such default from and warranties set forth in this Agreement being untrue on and as of after the Closing Date or to unduly delay such default would otherwise be binding upon the ClosingAssumed Loan Property Purchaser from and after the Closing Date.

Covenants of the Buyer. After (a) No later than twenty (20) Business Days after the date hereof and prior Effective Date, the Buyer shall identify, in writing to the Closing Date or earlier termination of this AgreementSellers, each of PSC and Acquisition agrees, as to itself and to each of which Contracts the Buyer Subsidiariesdesires to assume (the “Assumed Contracts”) at the applicable Closing pursuant to the Assignment of Contracts; provided however, as follows except as expressly contemplated or permitted if any such Contract requires a consent to the assignment by the Sellers, such Contract shall be included in this Agreement or the Assignment of Contracts only to the extent the Seller shall otherwise such consent in writing, which decision regarding consent shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayed: (a) PSC and Acquisition shall promptly provide the Seller with copies of all filings made by PSC or Acquisition or any of the Buyer Subsidiaries with, and inform the Seller of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby;is obtained prior to Closing. (b) PSC The Buyer covenants and Acquisition agrees that it shall: (i) use commercially reasonable efforts to submit complete application packages to all Assumed Loan Lender Parties for the Loan Assumptions within ten (10) Business Days following the date that form application packages are provided to the Buyer after the Effective Date; (ii) to the extent required in connection with an Assumed Loan, agree to cause (x) Assumed Loan Property Purchaser Guarantor to execute and deliver replacement guaranties and indemnities in substantially the same form as the existing guaranties and indemnities with respect to such Assumed Loan and (y) DDR Manager to execute and deliver a customary assignment and subordination agreement (in circumstances where the manager is an Affiliate of the borrower); (iii) without limiting the generality of the foregoing, promptly supply to the Assumed Loan Lender Parties (i) all financial information with respect to Assumed Loan Property Purchaser, Assumed Loan Property Purchaser Guarantor, DDR Manager, and PSC shall cause their respective direct and indirect owners, as may be reasonably requested by the Buyer Subsidiaries toAssumed Loan Lender Parties (including, use without limitation, evidence of compliance with Section 4.1(f), (ii) documentation, supporting information and other items required by the Assumed Loan Documents or otherwise reasonably requested or reasonably required by the Assumed Loan Lender Parties in connection with each Loan Assumption, (iii) evidence that the applicable Assumed Loan Property Purchasers are special purpose entities, to the extent required by the Assumed Loan Documents, and (iv) at Closing, to the extent required by the Assumed Loan Lender Parties, opinions of counsel with respect to the valid formation, due authority and good standing of the applicable Assumed Loan Property Purchasers, the enforceability of the Loan Assumption Documents and non-consolidation matters; (iv) continually make all commercially reasonable efforts to promptly obtain all of consummate the Buyer Required Consents Loan Assumption with the applicable Seller and the Buyer Required Statutory Approvals. PSC and Acquisition shall promptly notify the Seller of any failure or prospective failure to obtain any such consents or approvals and shall provide to the Seller copies of all of the Buyer Required Consents and the Buyer Required Statutory Approvals obtained by PSC, Acquisition or any Buyer Subsidiary to the SellerAssumed Loan Lender Parties; and (cv) PSC and Acquisition shall notin connection with each Assumed Loan, and PSC shall not permit any of comply with the Buyer Subsidiaries to, willfully take any action that would or is reasonably likely to result in a material breach of any provision of this Agreement or in any of its representations and warranties requirements set forth in this Agreement being untrue on and as of Schedule 2.3(f) to the Closing Date or to unduly delay the Closingextent applicable.

Covenants of the Buyer. After the date hereof and prior to the Closing Date or earlier termination of this Agreement, each of PSC and Acquisition agreesthe Buyer agrees that, except as to itself and to each set forth in Section 6.2 of the Buyer Subsidiaries, as follows Disclosure Schedule and except as expressly contemplated in or permitted in by this Agreement or in connection with the Contemplated Transactions, or to the extent the Seller Company shall otherwise consent in writing, which decision regarding consent shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayedconsent: (a) PSC Buyer shall conduct only such business as is reasonably related, necessary and Acquisition appropriate to accomplish the Contemplated Transactions. After the Plan of Exchange is effected, Buyer shall cause UAC to conduct its business only as contemplated in the Plan of Reorganization and the Noteholder Buyout. (b) Except for indebtedness incurred in accordance with the terms of this Agreement, or in connection with the Contemplated Transactions (including the Note Placement, reimbursement obligations for expenses incurred in connection with Contemplated Transactions and obligations incurred in connection with the Creditor Buyout) the Buyer shall not incur any material indebtedness except for indebtedness that is incurred in the Ordinary Course of Business. (c) The Buyer shall not make any material acquisition of, or investment in, assets or stock of any other Person or entity, other than in the Ordinary Course of Business and in connection with the Contemplated Transactions (including the Plan of Exchange). (d) The Buyer shall not sell, lease, license, encumber or otherwise dispose of any material portion of its assets, other than in the Ordinary Course of Business. (e) The Buyer shall promptly provide the Seller Company with copies of all filings made by PSC or Acquisition or any of the Buyer Subsidiaries with, and inform the Seller Company of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority Body in connection with this Agreement and the transactions contemplated hereby;Contemplated Transactions. (bf) PSC and Acquisition shallThe Buyer shall use its reasonable best efforts to accomplish the Contemplated Transactions as promptly as practicable, and PSC shall cause to assist the Buyer Subsidiaries to, use all commercially reasonable efforts Company to promptly obtain all of any Required Consents. (g) The Buyer shall not enter into any Contract with any other Person that, directly or indirectly, controls or is under common control with or is controlled by the Buyer Required Consents and on terms to the Buyer Required Statutory Approvals. PSC and Acquisition shall promptly notify the Seller of any failure or prospective failure less favorable than could be reasonably expected to obtain any such consents or approvals and shall provide to the Seller copies of all of the Buyer Required Consents and the Buyer Required Statutory Approvals have been obtained by PSC, Acquisition or any Buyer Subsidiary to the Seller; and (c) PSC and Acquisition shall not, and PSC shall not permit any of the Buyer Subsidiaries to, willfully take any action that would or is reasonably likely to result in a material breach of any provision of this Agreement or in any of its representations and warranties set forth in this Agreement being untrue with an unaffiliated third party on and as of the Closing Date or to unduly delay the Closingan arm’s-length basis.

Covenants of the Buyer. After (a) The Buyer hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause the date hereof Buyer Indemnified Parties and prior their respective Affiliates not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Asset Purchase Agreement or the transactions contemplated thereby against the Guarantor or any Non-Recourse Party, except for (i) claims against the Guarantor under this 4 Limited Guaranty (subject to the Closing Date or earlier termination of this Agreementlimitations described herein), each of PSC and Acquisition agrees, as to itself and to each of (ii) any claim by the Buyer Subsidiaries, as follows except as expressly contemplated or against the Seller to the extent permitted under the Asset Purchase Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement or Limited Guaranty, the Buyer hereby agrees that to the extent the Seller shall otherwise consent is relieved of its payment obligations under the Asset Purchase Agreement (other than due to a rejection of the Asset Purchase Agreement in writingthe context of a bankruptcy or insolvency of the Seller), which decision regarding consent the Guarantor shall be made as soon as reasonably practical, and which consent shall not be unreasonably withheld, conditioned or delayed: (a) PSC and Acquisition shall promptly provide the Seller with copies similarly relieved of all filings made by PSC or Acquisition or any of the Buyer Subsidiaries with, and inform the Seller of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority in connection with its obligations under this Agreement and the transactions contemplated hereby; (b) PSC and Acquisition shall, and PSC shall cause the Buyer Subsidiaries to, use all commercially reasonable efforts to promptly obtain all of the Buyer Required Consents and the Buyer Required Statutory Approvals. PSC and Acquisition shall promptly notify the Seller of any failure or prospective failure to obtain any such consents or approvals and shall provide to the Seller copies of all of the Buyer Required Consents and the Buyer Required Statutory Approvals obtained by PSC, Acquisition or any Buyer Subsidiary to the Seller; andLimited Guaranty. (c) PSC Notwithstanding anything that may be expressed or implied in this Limited Guaranty or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guaranty, the Buyer covenants, agrees and Acquisition shall notacknowledges that no Person other than the Guarantor has any obligations hereunder. The Buyer further covenants, agrees and acknowledges that the Buyer has no right of recovery under this Limited Guaranty, or any claim based on the obligations hereunder against, and PSC no personal liability shall not permit any attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, members, managers, general or limited partners, stockholders, Affiliates (other than the Guarantor) or agents of the Seller or the Guarantor (collectively, but not including the Seller or the Guarantor, each a “Non-Recourse Party”) under this Limited Guaranty. (d) The Buyer Subsidiaries tocovenants, willfully take agrees and acknowledges that the only rights of recovery that the Buyer has with respect to the Asset Purchase Agreement or the transactions contemplated thereby are (i) its rights to recover from the Seller under the Asset Purchase Agreement (subject to the limitations described therein) and from the Guarantor (but not any action Non-Recourse Party) under this Limited Guaranty (subject to the limitations described herein) and (ii) the Buyer’s right to seek specific performance of the obligations of the Seller pursuant to the terms of Section 10.13 of the Asset Purchase Agreement; provided, however, that would in the event the Guarantor (1) consolidates with or merges with any other Person and is reasonably likely not the continuing or surviving entity of such consolidation or merger or (2) transfers or conveys all or substantially all of its properties and other assets to result any Person, then, and in a material breach each such case, the Buyer may seek recourse, whether by enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statue, regulation or other applicable Law, against such continuing or surviving entity, but only to the extent of the liability of the Guarantor hereunder. (e) Notwithstanding any other provision of this Limited Guaranty, the Buyer hereby agrees that the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guaranty, any claim, setoff, deduction, defense or release that the Seller could assert against the Buyer under the terms of, or with respect to, the Asset Purchase Agreement, except for defenses arising out of bankruptcy, insolvency, dissolution or liquidation of the Seller. (f) The Buyer acknowledges and agrees that, following the Closing, the Seller is expected to distribute substantially all of its assets (including the Purchase Price) to the Guarantor or its Affiliates, such that the Seller may have no material assets other than certain contract rights, and that no additional funds are expected to be contributed to the Seller. Recourse against the Guarantor under and pursuant to the terms of this Limited Guaranty shall be the sole and exclusive 5 remedy of the Buyer, the Buyer Indemnified Parties and their respective Affiliates against the Guarantor and the Non-Recourse Parties with respect to any liabilities or obligations arising under, or in connection with, the Asset Purchase Agreement or in the transactions contemplated thereby, including by piercing of the corporate veil or seeking to avoid or recover any distributions by the Seller to the Guarantor or any of its representations and warranties Affiliates. Nothing set forth in this Agreement being untrue on and Limited Guaranty shall confer or give or shall be construed to confer or give to any Person any rights or remedies against any Person including the Guarantor, except to the Buyer as of the Closing Date or to unduly delay the Closing.expressly set forth herein. ARTICLE III

Covenants of the Buyer. After the date hereof and 8.1 Covenants prior to Closing Within 14 Business Days of Statoil’s written request, the Closing Date Buyer shall procure that the Buyer Parent provides to Statoil (on behalf of Navion) original Performance Guarantees to the counterparties under the Contracts. The Buyer undertakes to the Sellers that if, prior to Closing, the Buyer is of the opinion that there has been a breach by the Sellers of any of their representations, warranties, covenants or earlier termination of agreements under this Agreement, each the Buyer shall notify the Sellers as set out in Clause 11.1 (b), in order to provide the Sellers with the opportunity to cure such breach. While the Parties share the opinion that the Transaction does not create any competition law concerns, the Buyer undertakes to the Sellers that if, prior to Closing, any competent competition authority having jurisdiction in the matter shall request or require any reorganisation of, divestiture from or other adjustment to be made to the business and/or operations of PSC the Navion Group or the Buyer and/or other companies owned directly or indirectly by the Buyer Parent in order to approve of the Transaction, the Buyer shall – and Acquisition agreesit shall procure the Buyer Parent will - use its best efforts to diligently and constructively enter into negotiations with the relevant authorities with a view to reaching an acceptable solution which will remove any competition concern expressed by the relevant authority, it being understood and agreed, however, that any such dialogue or process with the authorities shall not, other than in case of a preliminary prohibition as set out in Clause 10.2.1 (f), prevent or delay Closing. The Buyer will keep the Sellers promptly advised of any correspondence and/or meetings with any such competition authorities and will, to itself and to each the extent reasonably practical, consult with the Sellers in advance, it being understood that, subject as stated in Clause 10.2.1 (f), it shall be the risk of the Buyer Subsidiariessolely to obtain any relevant clearance, as follows except as expressly contemplated whether before or permitted after Closing. Upon the Buyer’s request, the Sellers undertake to support the Buyer in this Agreement or to any dealings with the extent the Seller shall otherwise consent in writing, which decision regarding consent shall be made as soon as reasonably practical, competition authorities and which consent shall not be unreasonably withheld, conditioned or delayed: (a) PSC and Acquisition shall promptly provide the Seller Buyer with copies of all filings made by PSC or Acquisition or any information, analysis and data in the possession of the Buyer Subsidiaries with, and inform Sellers or the Seller Navion Group which may be of any communications received from, any state or federal court, administrative agency, commission or other Governmental Authority assistance in connection with this Agreement and the transactions contemplated hereby; (b) PSC and Acquisition shall, and PSC shall cause the Buyer Subsidiaries to, use all commercially reasonable efforts to promptly obtain all preparation of the Buyer Required Consents and the Buyer Required Statutory Approvals. PSC and Acquisition shall promptly notify the Seller of any failure or prospective failure to obtain any such consents or approvals and shall provide submissions to the Seller copies of all of the Buyer Required Consents and the Buyer Required Statutory Approvals obtained by PSC, Acquisition or any Buyer Subsidiary to the Seller; and (c) PSC and Acquisition shall not, and PSC shall not permit any of the Buyer Subsidiaries to, willfully take any action that would or is reasonably likely to result in a material breach of any provision of this Agreement or in any of its representations and warranties set forth in this Agreement being untrue on and as of the Closing Date or to unduly delay the Closingrelevant competition authorities.