Common use of Covenants of the Holders Clause in Contracts

Covenants of the Holders. The Holders hereby agrees that so long as this Agreement is in effect: (a) No Holder will create or permit to exist at any time, and each of them will, at its own cost and expense, promptly take such action as may be necessary duly to discharge, or to cause to be discharged, all Lessor Liens on the Properties attributable to it; except that the Holders shall not be required to so discharge any such Lessor Lien while the same is being contested in good faith by appropriate proceedings diligently prosecuted, so long as such proceedings do not materially and adversely affect the rights of the Lessee under the Lease and the other Operative Agreements or involve any material danger of impairment of the Liens of the Security Documents or of the sale, forfeiture or loss of, and do not interfere with the use or disposition of, any Property or title thereto or any interest therein or the payment of Rent; (b) Without prejudice to any right under the Trust Agreement of the Owner Trustee to resign (subject to the requirement set forth in the Trust Agreement that such resignation shall not be effective until a successor shall have agreed to accept such appointment), or the Holders’ rights under the Trust Agreement to remove the institution acting as the Owner Trustee (after consent to such removal by the Agent as provided in the Trust Agreement), each of the Holders hereby agrees with the Lessee and the Agent (i) not to terminate or revoke the trust created by the Trust Agreement except as permitted by Article VIII of the Trust Agreement, (ii) not to amend, supplement, terminate or revoke or otherwise modify any provision of the Trust Agreement in such a manner as to adversely affect the rights of any such party without the prior written consent of such party and (iii) to comply with all of the terms of the Trust Agreement, the nonperformance of which would adversely affect such party; (c) The Owner Trustee or any successor may resign or be removed by the Holders as the Owner Trustee, a successor Owner Trustee may be appointed and a corporation may become the Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article IX of the Trust Agreement and, with respect to such appointment, with the consent of the Lessee (so long as there shall be no Lease Event of Default that shall have occurred and be continuing), which consent shall not be unreasonably withheld or delayed; (d) The Holders will not instruct the Owner Trustee to take any action in violation of the terms of any Operative Agreement; (e) No Holder shall (i) commence any case, proceeding or other action with respect to the Owner Trustee under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, arrangement, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (ii) seek appointment of a receiver, trustee, custodian or other similar official with respect to the Owner Trustee or for all or any substantial benefit of the creditors of the Owner Trustee; and no Holder shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in this paragraph; and (f) The proceeds of the Loans and Advances received from the Lenders and the Holders will be used by the Owner Trustee solely to purchase the Properties and to pay the Construction Loan Property Costs. No portion of the proceeds of the Loans or Advances will be used by the Owner Trustee (i) in connection with, whether directly or indirectly, any tender offer for, or other acquisition of, stock of any corporation with a view towards obtaining control of such other corporation, (ii) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any margin stock, (iii) for any purpose in violation of any applicable Law or (iv) in violation of the Operative Agreements.

Covenants of the Holders. The Holders hereby agrees that so long as this Agreement is in effect: (a) No Each Holder will create agrees that no sale, assignment or permit to exist at transfer of any timeof the Subject Securities acquired by such Holder shall be valid or effective, and each of them will, at its own cost and expense, promptly take such action as may be necessary duly to discharge, or to cause to be discharged, all Lessor Liens on the Properties attributable to it; except that the Holders Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Subject Securities is registered under the Securities Act, it being understood that the Subject Securities are not currently registered for sale and that the Company has no obligation or intention to so discharge register the Subject Securities, except as provided by the 2007 Registration Rights Agreement; (ii) the Subject Securities are sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Securities Act. Without limiting the generality of the foregoing, each Holder agrees that following the removal of the restrictive legend from certificates representing Common Stock, such Holder will sell any such Lessor Lien while Common Stock pursuant to either the same is being contested registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if shares of Common Stock are sold pursuant to a Registration Statement, they will be sold in good faith by appropriate proceedings diligently prosecutedcompliance with the plan of distribution set forth therein. (b) Each Holder agrees to the imprinting, so long as such proceedings do not materially and adversely affect the rights is required by Section 6(b)(i), of a legend on any of the Lessee under Securities in the Lease following or a substantially similar form and the such other Operative Agreements or involve any material danger of impairment of the Liens of the Security Documents or of the salelegends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, forfeiture or loss ofAS AMENDED (THE “SECURITIES ACT”), and do not interfere with the use or disposition ofOR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, any Property or title thereto or any interest therein or the payment of Rent;OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” (bc) Without prejudice to any right under the Trust Agreement of the Owner Trustee to resign (subject to the requirement set forth in the Trust Agreement that such resignation shall not be effective until a successor shall have agreed to accept such appointment), or the Holders’ rights under the Trust Agreement to remove the institution acting as the Owner Trustee (after consent to such removal by the Agent as provided in the Trust Agreement), each of the Holders Each Holder hereby agrees with that from the Lessee date hereof and the Agent (i) not to terminate or revoke the trust created by the Trust Agreement except as permitted by Article VIII of the Trust Agreementcontinuing until such Holder no longer owns any Subject Securities, (ii) not to amendsuch Holder shall not, supplement, terminate or revoke or otherwise modify any provision of the Trust Agreement in such a manner as to adversely affect the rights of any such party without the prior written consent of such party and the Company, directly or indirectly, through related parties, affiliates or otherwise, (iiii) to comply with all sell “short” or “short against the box” (as those terms are generally understood) any equity security of the terms Company or (ii) otherwise engage in any transaction which involves hedging of such Holder’s position in any equity security of the Trust AgreementCompany, provided, however, that it shall not be a violation of this Section 6(b)(i), if such Holder places a sell order for shares of Common Stock underlying the nonperformance New Notes at or following the time of which would adversely affect conversion of such party; (c) The Owner Trustee or any successor may resign or be removed by New Notes, relies on the Holders as the Owner Trustee, a successor Owner Trustee may be appointed and a corporation may become the Owner Trustee under the Trust Agreement, only Company to deliver such Common Stock in accordance with the provisions Form of Article IX New Note, and completes the sale of such Common Stock before the Trust Agreement and, with respect Company delivers the Common Stock to such appointment, with the consent of the Lessee (so long as there shall be no Lease Event of Default that shall have occurred and be continuing), which consent shall not be unreasonably withheld or delayed;Holder. (d) The Holders will not instruct the Owner Trustee to take any action in violation of Upon the terms and subject to the conditions hereof, each Holder shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement (including, without limitation, to cause the conditions in paragraphs (a), (b) and (c) of any Operative Agreement;Section 5 to be satisfied) and to cooperate with the Company in connection with the foregoing. (e) No After the Closing, upon the request of the Company each Holder shall (i) commence any case, proceeding or other action with respect provide to the Owner Trustee under any existing Company such additional information and documentation concerning such Holder’s legal or future law beneficial ownership, policies, procedures and sources of any jurisdiction, domestic funds as is reasonably necessary to enable the Company to comply with Anti-Money Laundering Laws now in existence or foreign, relating to bankruptcy, insolvency, reorganization, arrangement, winding-up, liquidation, dissolution, composition hereafter enacted or other relief with respect to it or its debts, or (ii) seek appointment of a receiver, trustee, custodian or other similar official with respect to the Owner Trustee or for all or any substantial benefit of the creditors of the Owner Trustee; and no Holder shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in this paragraph; and (f) The proceeds of the Loans and Advances received from the Lenders and the Holders will be used by the Owner Trustee solely to purchase the Properties and to pay the Construction Loan Property Costs. No portion of the proceeds of the Loans or Advances will be used by the Owner Trustee (i) in connection with, whether directly or indirectly, any tender offer for, or other acquisition of, stock of any corporation with a view towards obtaining control of such other corporation, (ii) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any margin stock, (iii) for any purpose in violation of any applicable Law or (iv) in violation of the Operative Agreementsamended.

Covenants of the Holders. The Holders Each Holder hereby agrees that so long as this Agreement is in effectand covenants that: (a) No during the period between the date hereof and the Expiration Date, any shares of capital stock of the Company (including, without limitation, the Company's Common Stock) that any Holder will create purchases or permit with respect to exist at any timewhich such Holder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like) shall be considered Subject Shares and subject to each of them will, at its own cost the terms and expense, promptly take such action as may be necessary duly to discharge, or to cause to be discharged, all Lessor Liens on the Properties attributable to it; except that the Holders shall not be required to so discharge any such Lessor Lien while the same is being contested in good faith by appropriate proceedings diligently prosecuted, so long as such proceedings do not materially and adversely affect the rights conditions of the Lessee under the Lease and the other Operative Agreements or involve any material danger of impairment of the Liens of the Security Documents or of the sale, forfeiture or loss of, and do not interfere with the use or disposition of, any Property or title thereto or any interest therein or the payment of Rentthis Agreement; (b) Without prejudice during the period from the date of this Agreement and continuing until the Expiration Date, the undersigned will not sell, transfer, pledge or otherwise dispose of any of the Subject Shares or any interest therein (including the granting of a proxy to any right under the Trust Agreement of the Owner Trustee person) or agree to resign (subject to the requirement set forth in the Trust Agreement that such resignation shall not be effective until a successor shall have agreed to accept such appointment)sell, or the Holders’ rights under the Trust Agreement to remove the institution acting as the Owner Trustee (after consent to such removal by the Agent as provided in the Trust Agreement)transfer, each of the Holders hereby agrees with the Lessee and the Agent (i) not to terminate or revoke the trust created by the Trust Agreement except as permitted by Article VIII of the Trust Agreement, (ii) not to amend, supplement, terminate or revoke pledge or otherwise modify any provision of the Trust Agreement in such a manner as to adversely affect the rights dispose of any Subject Shares or any interest therein, unless such buyer, transferee, pledgee or other party without the prior written consent of such party and (iii) agrees to comply with be bound by all of the terms of this Agreement and executes a counterpart of this Agreement and a proxy in the Trust Agreement, the nonperformance form of which would adversely affect such party;Exhibit A. (c) The Owner Trustee during the period between the date hereof and the Expiration Date, each Holder agrees that (i) it will not deposit the Subject Shares in a voting trust; and (ii) will not grant a proxy or any successor may resign enter into a voting agreement or be removed by the Holders as the Owner Trustee, a successor Owner Trustee may be appointed and a corporation may become the Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article IX of the Trust Agreement and, similar agreement with respect to such appointment, with the consent any of the Lessee (so long as there shall be no Lease Event of Default that shall have occurred and be continuing), which consent shall not be unreasonably withheld or delayed;Subject Shares; and (d) The Holders will not instruct promptly after the Owner Trustee to take any action in violation request of the terms of any Operative Agreement; (e) No Company, each Holder shall (i) commence any case, proceeding or other action with respect to the Owner Trustee under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, arrangement, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (ii) seek appointment of a receiver, trustee, custodian or other similar official with respect to the Owner Trustee or for all or any substantial benefit of the creditors of the Owner Trustee; and no Holder shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in this paragraph; and (f) The proceeds of the Loans and Advances received from the Lenders and the Holders will be used by the Owner Trustee solely to purchase the Properties and to pay the Construction Loan Property Costs. No portion of the proceeds of the Loans or Advances will be used by the Owner Trustee (i) in connection with, whether directly or indirectly, any tender offer for, or other acquisition of, stock of any corporation with a view towards obtaining control cause each certificate of such other corporationHolder evidencing the Subject Shares to bear a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, (ii) directly or indirectlyEXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE VOTING AGREEMENT DATED AUGUST__, for the purpose2001, whether immediateAS IT MAY BE AMENDED, incidental or ultimateEXECUTED BY THE REGISTERED HOLDER OF THIS CERTIFICATE, of purchasing or carrying any margin stock, (iii) for any purpose in violation of any applicable Law or (iv) in violation of the Operative AgreementsA COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.