Common use of Seller’s Affirmative Covenants Clause in Contracts

Seller’s Affirmative Covenants. Seller agrees that: (a) Until Closing, Seller shall perform and pay all mortgages and other obligations affecting the Recreation Center Site, except such taxes or other costs, if any, as are being contested in good faith or are to be assumed and paid by Purchaser under the express terms hereof; provided that any such taxes or other costs as are being contested in good faith shall be settled or paid by Seller no later than the respective Closing. (b) During the Inspection Period, Seller will provide Purchaser and Purchaser’s designees, at reasonable times and upon reasonable notice, complete access to the Recreation Center Site for the purpose of obtaining environmental, soil boring, mechanical, structural, engineering and other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate any testing and inspections with persons on the Recreation Center Site pursuant to contracts with the Seller who are performing work related to making the Pad Site in Pad-Ready Condition or other Infrastructure Improvements pursuant to the Development Agreement. (c) During the Inspection Period, Seller shall give Purchaser or Purchaser’s agents access during normal business hours to any service contracts and records in regard to the Recreation Center Site, if any, and shall furnish Purchaser and Purchaser’s agents during such period with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not close, Purchaser agrees to return all such written information obtained to Seller and to keep the same confidential except that which is otherwise in the public domain or not of a confidential nature. (d) Unless and until this Agreement is terminated by its terms, from and after the date of this Agreement except as may be contemplated in the Development Agreement or otherwise agreed to in writing by the Purchaser, Seller will not enter into or grant any commitments, options, contracts, leases, easements, licenses, rights of way or the like affecting a portion of the Recreation Center Site after its respective Closing Date.

Seller’s Affirmative Covenants. In addition to the other covenants and undertakings set forth herein, Seller agrees thatmakes the following affirmative covenants, each of which shall survive Closing hereunder: (a) Until A. From and after the date hereof and until physical possession of the Property has been delivered to Purchaser, Seller will keep and maintain all of the Property in good order and condition and will comply with and abide by all laws, ordinances, regulations and restrictions affecting the Property or its use. Seller will pay all taxes and assessments prior to the due date thereof, will not commit or permit any waste or nuisance with respect thereto, and will not undertake or permit any grading or any cutting or removal of landscaping, trees or vegetation thereon. B. At Closing, Seller shall perform transfer, assign, and pay convey to Purchaser all mortgages of Seller's right, title and other obligations affecting interest in and to all utilities and utility commitments which service or pertain in any manner to the Recreation Center SiteProperty, except such taxes including, without limitation, any water or other costs, if any, sewer connections or reservations which have been allocated in any manner to the Property or to Seller as are being contested in good faith or are owner of the Property and Seller's position on any waiting list relating to be assumed and paid by Purchaser under the express terms hereof; provided that any such taxes water or sewer connections or reservations. C. From and after the Effective Date, Seller shall not offer to sell the Property to any other costs as are being contested in good faith person or entity or enter into any verbal or written agreement, understanding, or contract relating to the sale of the Property; provided, however, that Seller shall be settled or paid permitted to accept "backup bids" which shall only become effective and binding on Seller in the event that Purchaser elects to terminate this Agreement in accordance with Section 6.A. hereof. Any backup bid(s) accepted by Seller no later than shall contain express language notifying the respective Closing. (bbackup bidder(s) During that Seller is under contract to sell the Inspection Period, Seller will provide Property to Purchaser and Purchaser’s designees, at reasonable times and upon reasonable notice, complete access to the Recreation Center Site for the purpose of obtaining environmental, soil boring, mechanical, structural, engineering and other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate any testing and inspections with persons on the Recreation Center Site pursuant to contracts with the Seller who are performing work related to making the Pad Site in Pad-Ready Condition or other Infrastructure Improvements pursuant to the Development this Agreement. (c) During D. Seller shall take such other actions and perform such other obligations as are required or contemplated hereunder including, without limitation, all obligations pertaining to satisfaction of any contingencies of this Agreement or conditions precedent to performance by Purchaser of its obligations hereunder. Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} E. From and after the Inspection Perioddate hereof, Seller shall give not, without obtaining Purchaser's prior written consent in each instance, create, incur, consent to or permit to exist, any liens, leases, licenses, special assessments, easements, reservations, restrictions or encumbrances other than the mortgages, easements, assessments, reservations, and restrictions or record on the date hereof, and Seller hereby covenants that Seller shall comply with and abide by all of the terms and provisions of any of the foregoing existing as of the date hereof, through the date of Closing hereunder. Nothing in this subsection shall modify, diminish, or alter the representations and warranties contained in Section 9 hereof. F. Seller shall provide to Purchaser copies of any and all notices received from governmental agencies or Purchaser’s agents access during normal business hours to any service contracts and records in regard authorities with respect to the Recreation Center Site, if any, and shall furnish Purchaser and Purchaser’s agents during such period with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not close, Purchaser agrees to return all such written information obtained to Seller and to keep the same confidential except that which is otherwise in the public domain or not of a confidential nature. (d) Unless and until this Agreement is terminated by its terms, Property from and after the date of this Agreement except as may be contemplated in Effective Date. G. Between the Development Agreement or otherwise agreed to in writing by Effective Date and the Purchaser, Closing Date Seller will shall not enter into or grant any commitments, options, contracts, new leases, easementsservice agreements, licenses, rights of way management agreements or other agreements with respect to the like affecting a Property or any portion of the Recreation Center Site after its respective Closing Datethereof.

Seller’s Affirmative Covenants. Seller agrees that: (a) Until Closing, Seller shall maintain the Property free from waste and neglect and in good order and repair and shall keep and perform or cause to be performed all obligations of the owner under the Lease and pay the lease termination agreement described in Condition 6 of SECTION 4 hereof, and all mortgages and obligations of the owner of the Property under any recorded title documents or other obligations documents affecting the Recreation Center SiteProperty and under applicable laws, except such taxes codes, ordinances, rules and regulations through the Closing Date or other coststermination of this Agreement, and Seller shall tender possession of the Property to the Buyer in the same environmental condition the Property was in when last inspected by Buyer. Seller shall only be deemed in default pursuant to the last portion of the preceding sentence if any, as are being contested in good faith the environmental condition thereof has materially adversely changed by reason or are to be assumed and paid by Purchaser under the express terms hereof; provided that any act or omission of Seller. If any such taxes adverse environmental change is due to any other reason, Buyer may, at its option, either accept such condition and proceed to close, or other costs as are being contested terminate this Agreement, in good faith which event the Xxxxxxx Money shall be settled or paid by Seller no later than the respective Closingpromptly returned to Buyer. (b) During From the Inspection Perioddate hereof to the Closing Date, Seller will provide Purchaser shall maintain or cause to be maintained liability, casualty and Purchaser’s designees, at reasonable times other insurance upon and upon reasonable notice, complete access in respect to the Recreation Center Site for the purpose Property against such hazard's and risks are customarily insured by owners of obtaining environmental, soil boring, mechanical, structural, engineering and other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate any testing and inspections with persons on the Recreation Center Site pursuant to contracts with the Seller who are performing work related to making the Pad Site in Pad-Ready Condition or other Infrastructure Improvements pursuant to the Development Agreementsimilar properties. (c) During Except as otherwise expressly permitted or required hereunder, from the Inspection Perioddate hereof to the Closing Date or earlier termination of this Agreement, Seller shall give Purchaser not do, suffer or Purchaser’s agents access during normal business hours permit, or agree to do, any service contracts and records in regard to of the Recreation Center Site, if any, and shall furnish Purchaser and Purchaser’s agents during such period with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not close, Purchaser agrees to return all such written information obtained to Seller and to keep the same confidential except that which is otherwise in the public domain or not of a confidential nature. following (d1) Unless and until this Agreement is terminated by its terms, from and after the date of this Agreement except as may be contemplated in the Development Agreement or otherwise agreed to in writing by the Purchaser, Seller will not enter into any transaction with respect to or affecting the Property that would in any way prevent Seller's full performance hereunder, limit or adversely affect Buyer's rights hereunder or as an owner of the Property following Closing (including, without limitation, anything that may delay or increase the cost of Buyer's development of the Property); (ii)sell, encumber or grant any commitmentsinterest in the Property or any part thereof in any form or manner whatsoever; or (iii)enter into, optionsamend, contractswaive any rights under, leasesterminate or extend any document or instrument affecting the Property without the prior written consent of Buyer, easementswhich consent shall not be unreasonably withheld or delayed. For purposes of the preceding sentence, licensesit shall not be unreasonable for Buyer to refuse to consent to any matter that will impose any cost, rights of way liability or expense on Buyer either before or after the Closing or otherwise serve to delay or interfere with the Use or the like affecting a portion of the Recreation Center Site after its respective Closing DateProject.

Seller’s Affirmative Covenants. Seller agrees that: (a) Until ClosingWith respect to the Assets, except as may be agreed in writing by Buyer, Seller shall perform at all times from the date hereof through the Closing Date use its commercially reasonable efforts to take all actions proper and pay advisable in order to consummate the transaction contemplated by this Agreement, including without limitation: Section 6.1.1 Operate the Assets in the ordinary course of business and use its best efforts to preserve and protect the goodwill, rights, properties, assets and business organization of Seller and to prevent the occurrence of any event or condition which would have a material adverse effect on the Assets or the financial condition or results of operations of Seller; Section 6.1.2 Use its best efforts to preserve and protect the present goodwill and relationships of Seller with creditors, suppliers, customers, licensors, licensees, contractors, distributors, lessors and lessees and others having business relationships with it; Section 6.1.3 Maintain clear unencumbered title to the Assets and use its reasonable best efforts to maintain all mortgages tangible Assets in good and customary repair, order and condition, reasonable wear and tear and damage by fire and other obligations affecting the Recreation Center Sitecasualty excepted and promptly repair, except such taxes restore or replace any Assets which are damaged or destroyed by fire or other costscasualty, whether insured or uninsured. In the event Seller shall fail to replace or repair any such damaged or destroyed Assets to the reasonable satisfaction of Buyer, Buyer by written notice to Seller may terminate this Agreement and any Closing Funds paid shall be immediately returned to Buyer less Escrow Agents fees and expense, if any, as are being contested in good faith or are to be assumed and paid by Purchaser under the express terms hereof; provided that any such taxes or other costs as are being contested in good faith shall be settled or paid by Seller no later than the respective Closing. (b) During the Inspection PeriodSection 6.1.4 Comply in all material respects with all applicable Federal, Seller will provide Purchaser state, foreign and Purchaser’s designeeslocal laws, at reasonable times rules and upon reasonable notice, complete access regulations germane to the Recreation Center Site for the purpose of obtaining environmental, soil boring, mechanical, structural, engineering and other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate any testing and inspections with persons on the Recreation Center Site pursuant to contracts with the Seller who are performing work related to making the Pad Site in Pad-Ready Condition or other Infrastructure Improvements pursuant to the Development Agreement. (c) During the Inspection Period, Seller shall give Purchaser or Purchaser’s agents access during normal business hours to any service contracts and records in regard to the Recreation Center Site, if any, and shall furnish Purchaser and Purchaser’s agents during such period with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not close, Purchaser agrees to return all such written information obtained to Seller and to keep this sales transaction; Section 6.1.5 Maintain the books and records of Seller in the usual and ordinary course consistent with past practices in such manner as is necessary to ensure satisfaction of the representations and warranties set forth in Article IV of this Agreement and in a manner that fairly and accurately reflects its income, expenses, assets, and liabilities prepared on a tax basis, the same confidential except that which is otherwise basis used to file Seller’s tax return; Section 6.1.6 File all Tax Returns required to be filed and make timely payment of all Taxes shown to be due on such returns; Section 6.1.7 [Intentionally Left Blank]; Section 6.1.8 Promptly notify Buyer in writing of any material adverse change in the public domain Assets of which it has knowledge, or not any material adverse change, of a confidential nature.which it has knowledge, with respect to the relationships of Seller and its employees or its creditors, suppliers, customers, subcontractors, licensors, licensees, lessors and lessees, and others having business relationships with it; (d) Unless Section 6.1.9 Promptly notify Buyer in writing of the institution or receipt of any material claim, action, suit, inquiry, proceeding, notice of violation, demand letter, subpoena, government audit or disallowance by or before any court or governmental or other regulatory or administrative agency; and Section 6.1.10 Promptly supplement or amend and until this Agreement deliver to Buyer the Schedules that Seller is terminated by its termsrequired to prepare hereunder with respect to any matter arising hereafter which, from and after if existing or occurring as at the date of this Agreement, would have been required to have been set forth and described in such Schedule. No supplement or amendment of a Schedule made pursuant to this Section 6.1.10 shall be deemed to cure any intentional fraud or deliberate breach of any representation or warranty made in this Agreement except as may be contemplated but shall cure any inadvertent or negligent breach of any representation or warranty or covenant made in the Development Agreement or otherwise agreed to in writing by the Purchaser, Seller will not enter into or grant any commitments, options, contracts, leases, easements, licenses, rights of way or the like affecting a portion of the Recreation Center Site after its respective Closing Datethis Agreement.

Seller’s Affirmative Covenants. In addition to the other covenants and undertakings set forth herein, Seller agrees thatmakes the following affirmative covenants, each of which shall survive Closing hereunder: (a) Until A. From and after the date hereof and until physical possession of the Property has been delivered to Purchaser, Seller will keep and maintain all of the Property in good order and condition and will comply with and abide by all laws, ordinances, regulations and restrictions affecting the Property or its use. Seller will pay all taxes and assessments prior to the due date thereof, will not commit or permit any waste or nuisance with respect thereto, and will not undertake or permit any grading or any cutting or removal of landscaping, trees or vegetation thereon. B. At Closing, Seller shall perform transfer, assign, and pay convey to Purchaser all mortgages of Seller's right, title and other obligations affecting interest in and to all utilities and utility commitments which service or pertain in any manner to the Recreation Center SiteProperty, except such taxes including, without limitation, any water or other costs, if any, sewer connections or reservations which have been allocated in any manner to the Property or to Seller as are being contested in good faith or are owner of the Property and Seller's position on any waiting list relating to be assumed and paid by Purchaser under the express terms hereof; provided that any such taxes water or sewer connections or reservations. C. From and after the Effective Date, Seller shall not offer to sell the Property to any other costs as are being contested in good faith person or entity or enter into any verbal or written agreement, understanding, or contract relating to the sale of the Property; provided, however, that Seller shall be settled or paid permitted to accept "backup bids" which shall only become effective and binding on Seller in the event that Purchaser elects to terminate this Agreement in accordance with Section 6.A. hereof. Any backup bid(s) accepted by Seller no later than shall contain express language notifying the respective Closing. (bbackup bidder(s) During that Seller is under contract to sell the Inspection Period, Seller will provide Property to Purchaser and Purchaser’s designees, at reasonable times and upon reasonable notice, complete access to the Recreation Center Site for the purpose of obtaining environmental, soil boring, mechanical, structural, engineering and other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate any testing and inspections with persons on the Recreation Center Site pursuant to contracts with the Seller who are performing work related to making the Pad Site in Pad-Ready Condition or other Infrastructure Improvements pursuant to the Development this Agreement. (c) During D. Seller shall take such other actions and perform such other obligations as are required or contemplated hereunder including, without limitation, all obligations pertaining to satisfaction of any contingencies of this Agreement or conditions precedent to performance by Purchaser of its obligations hereunder. E. From and after the Inspection Perioddate hereof, Seller shall give not, without obtaining Purchaser's prior written consent in each instance, create, incur, consent to or permit to exist, any liens, leases, licenses, special assessments, easements, reservations, restrictions or encumbrances other than the mortgages, easements, assessments, reservations, and restrictions or record on the date hereof, and Seller hereby covenants that Seller shall comply with and abide by all of the terms and provisions of any of the foregoing existing as of the date hereof, through the date of Closing hereunder. Nothing in this subsection shall modify, diminish, or alter the representations and warranties contained in Section 9 hereof. F. Seller shall provide to Purchaser copies of any and all notices received from governmental agencies or Purchaser’s agents access during normal business hours to any service contracts and records in regard authorities with respect to the Recreation Center Site, if any, and shall furnish Purchaser and Purchaser’s agents during such period with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not close, Purchaser agrees to return all such written information obtained to Seller and to keep the same confidential except that which is otherwise in the public domain or not of a confidential nature. (d) Unless and until this Agreement is terminated by its terms, Property from and after the date of this Agreement except as may be contemplated in Effective Date. Seller's Initials: Purchaser's Initials: G. Between the Development Agreement or otherwise agreed to in writing by Effective Date and the Purchaser, Closing Date Seller will shall not enter into or grant any commitments, options, contracts, new leases, easementsservice agreements, licenses, rights of way management agreements or other agreements with respect to the like affecting a Property or any portion of the Recreation Center Site after its respective Closing Datethereof.

Seller’s Affirmative Covenants. Seller agrees that: (a) Until Closingshall maintain and preserve its existence as a [_____] limited liability company formed under the laws of the State of [_____] and all material rights, privileges and franchises necessary or desirable to enable it to perform its obligations under this Agreement. Seller shall, from time to time as requested by Buyer, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all Applicable Laws the rights, liens and priorities of Buyer with respect to its Priority Security Interest and the Subordinated Security Interest furnished pursuant to this Agreement. Seller covenants throughout the Delivery Period that Seller shall maintain ownership of a fee, easement, long-term leasehold interest, or other similar asset ownership interest in the Project. Seller’s Negative Covenants. Seller shall not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any disqualified stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or disqualified stock issued, in connection with the financing or refinancing of the development, design, procurement, construction, commissioning, testing, owning, operating and maintaining of the Project. Except for Permitted Liens, Seller shall perform not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person any lien on Seller’s interest in the Site, the Project, or any part thereof or interest therein. Seller shall promptly pay or discharge, or shall cause its contractors to promptly pay and pay all mortgages discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations affecting upon Seller’s interest in the Recreation Center Site, except the Project, or any part thereof or interest therein, unless Seller is disputing any such taxes or other costs, if any, as are being contested lien in good faith and only for so long as it does not create an imminent risk of a sale or are to be assumed and paid by Purchaser under transfer of the express terms hereof; provided that Site, the Project or a material part thereof or interest therein. Seller shall promptly notify Buyer of any such taxes attachment or imposition of any lien against Seller’s interest in the Site, the Project, or any part thereof or interest therein Reserved. Seller shall not hold any material assets, become liable for any material obligations or engage in any material business activities other costs as are being contested in good faith shall be settled or paid by Seller no later than the respective Closing. (b) During the Inspection Period, Seller will provide Purchaser and Purchaser’s designees, at reasonable times and upon reasonable notice, complete access to the Recreation Center Site for the purpose of obtaining environmental, soil boring, mechanical, structural, engineering and other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate any testing and inspections with persons on the Recreation Center Site pursuant to contracts directly associated with the development, construction, ownership or operation of the Project. Seller who are performing work related to making the Pad Site in Pad-Ready Condition shall not own, form or other Infrastructure Improvements pursuant to the Development Agreement. (c) acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary. During the Inspection Periodany period during which a Seller is a Defaulting Party, Seller shall give Purchaser not (i) declare or Purchaser’s agents access during normal business hours pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller or (ii) otherwise make any distribution or payment to any service contracts and records in regard Affiliate of Seller (excluding payments to such Affiliates for reasonable expenses related to the Recreation Center Siteoperation, if anymaintenance and management of the Project). Seller will not use, and shall furnish Purchaser and Purchaser’s agents during such period with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not closegrant, Purchaser agrees to return all such written information obtained to Seller and to keep the same confidential except that which is otherwise in the public domain or not of a confidential nature. (d) Unless and until this Agreement is terminated by its termspledge, from and after the date of this Agreement except as may be contemplated in the Development Agreement assign or otherwise agreed commit to deliver during the Delivery Period any Capacity of the Project to meet the Resource Adequacy requirement of, or confer Resource Adequacy Benefits upon, any entity other than Buyer. Seller shall not permit any Lenders that are Affiliates of Seller to have a security interest senior to Buyer’s Subordinated Security Interest (excluding any Lender that becomes an Affiliate of Seller as a result of foreclosure or sale in lieu of foreclosure on pledged equity interests of Seller) unless consented to in writing by Buyer, such consent not to be unreasonably withheld. Seller shall not charge or discharge the PurchaserEnergy Storage System other than (a) as dispatched by Buyer or CAISO pursuant to Article 15, Seller will not enter into or grant any commitments, options, contracts, leases, easements, licenses, rights of way or the like affecting (b) pursuant to a portion of the Recreation Center Site after its respective Closing Datetest in accordance with Article 7.

Seller’s Affirmative Covenants. Seller agrees that: (a) Until Closing, Seller shall perform and pay all mortgages and other obligations affecting the Recreation Center Site, except such taxes or other costs, if any, as are being contested in good faith or are to be assumed and paid by Purchaser under the express terms hereof; provided that any such taxes or other costs as are being contested in good faith shall be settled or paid by Seller no later than the respective Closing. (b) During the Inspection Period, Seller will provide Purchaser and Purchaser’s designees, at reasonable times and upon reasonable notice, complete access to the Recreation Center Site for the purpose of obtaining environmental, soil boring, mechanical, structural, engineering and other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate any testing and inspections with persons on the Recreation Center Site pursuant to contracts with the Seller who are performing work related to making the Pad Site in Pad-Pad Ready Condition or other Infrastructure Improvements pursuant to the Development Agreement. (c) During the Inspection Period, Seller shall give Purchaser or Purchaser’s agents access during normal business hours to any service contracts and records in regard to the Recreation Center Site, if any, and shall furnish Purchaser and Purchaser’s agents during such period with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not close, Purchaser agrees to return all such written information obtained to Seller and to keep the same confidential except that which is otherwise in the public domain or not of a confidential nature. (d) Unless and until this Agreement is terminated by its terms, from and after the date of this Agreement except as may be contemplated in the Development Agreement or otherwise agreed to in writing by the Purchaser, Seller will not enter into or grant any commitments, options, contracts, leases, easements, licenses, rights of way or the like affecting a portion of the Recreation Center Site after its respective Closing Date.

Seller’s Affirmative Covenants. From the date of this Agreement until the Closing, the Seller agrees thatshall, and shall cause the Company and each of its Subsidiaries to: (a) Until Closing, Seller shall perform and pay all mortgages and other obligations affecting use commercially reasonable efforts to make capital expenditures in accordance with the Recreation Center Site, except such taxes or other costs, if any, as are being contested in good faith or are to be assumed and paid by Purchaser under the express terms hereof; provided that any such taxes or other costs as are being contested in good faith shall be settled or paid by Seller no later than the respective Closing.CapEx Budget; (b) During use commercially reasonable efforts to preserve and protect the Inspection Periodgoodwill and advantageous relationships of the Company and its Subsidiaries with their respective suppliers, Seller will provide Purchaser customers and Purchaser’s designees, at reasonable times and upon reasonable notice, complete access to the Recreation Center Site for the purpose of obtaining environmental, soil boring, mechanical, structural, engineering and all other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate any testing and inspections with persons on the Recreation Center Site pursuant to contracts Persons having business dealings with the Seller who are performing work related to making the Pad Site in Pad-Ready Condition or other Infrastructure Improvements pursuant to the Development Agreement.Company and its Subsidiaries; (c) During maintain the Inspection PeriodCompany’s and its Subsidiaries’ books, Seller shall give Purchaser or Purchaser’s agents access during normal business hours to any service contracts accounts and records in regard to the Recreation Center Siteusual and regular manner, if anyin compliance with all applicable Laws and, for Subsidiaries organized in the United States, in accordance with GAAP consistently applied, and shall furnish Purchaser and Purchaserfor Subsidiaries organized outside the United States, in accordance with generally accepted accounting of each such Subsidiary’s agents during such period with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not close, Purchaser agrees to return all such written information obtained to Seller and to keep the same confidential except that which is otherwise in the public domain jurisdiction or not of a confidential nature.organization consistently applied; (d) Unless use commercially reasonable efforts to preserve and until this Agreement is terminated by its termsmaintain in force all of the Permits, from Leases for the Leased Real Property, IP Licenses, Software Licenses and after Material Contracts in effect on the date of execution of this Agreement except Agreement, or that become effective at any time on or prior to the Closing Date; (e) use commercially reasonable efforts to file all applications for the registration and maintenance of material Intellectual Property with the appropriate Governmental Authority in accordance with the applicable procedures; (f) comply with all Laws applicable to the Company and its Subsidiaries, including the FCPA and analogous foreign Laws; (g) prepare and sign prior to the Closing Date a properly completed Internal Revenue Service Form 8832 for Limitada electing to treat Limitada as may an association taxable as a corporation for United States federal income tax purposes with an effective date as of the day prior to the Closing Date; (h) cause a dividend to be contemplated made before the Closing from Limitada to Tac II, and from Tac II to the Company, in an amount equal to $8,000,000, and to cause the Development Agreement or otherwise agreed Company, Tac II, Tinc and Limitada to in writing by the Purchaser, Seller will not enter into or grant any commitmentsan agreement before the Closing, optionsin a form reasonably acceptable to the Buyer, contracts, leases, easements, licenses, rights in connection with the repayment and termination of way or intercompany loans and the like affecting a portion of Closing Indebtedness; and (i) obtain “tail period” coverage under the Recreation Center Site following Company Insurance Policies providing directors’ and officers’ liability insurance for the periods after its respective Closing Date.specified below:

Seller’s Affirmative Covenants. Seller agrees that: (a) Until Closing, Seller shall perform and pay all mortgages and other obligations affecting the Recreation Center Site, except such taxes or other costs, if any, as are being contested in good faith or are to be assumed and paid by Purchaser under the express terms hereof; provided that any such taxes or other costs as are being contested in good faith shall be settled or paid by Seller no later than the respective Closing. (b) During the Inspection Period, Seller will provide Purchaser and Purchaser’s designees, at reasonable times and upon reasonable notice, complete access to the Recreation Center Site for the purpose of obtaining environmental, soil boring, mechanical, structural, engineering and other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate any testing and inspections with persons on the Recreation Center Site pursuant to contracts with the Seller who are performing work related to making the Pad Site in Pad-Ready Pad -Ready Condition or other Infrastructure Improvements pursuant to the Development Agreement. (c) During the Inspection Period, Seller shall give Purchaser or Purchaser’s agents access during normal business hours to any service contracts and records in regard to the Recreation Center Site, if any, and shall furnish Purchaser and Purchaser’s agents during such period with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not close, Purchaser agrees to return all such written information obtained to Seller and to keep the same confidential except that which is otherwise in the public domain or not of a confidential nature. (d) Unless and until this Agreement is terminated by its terms, from and after the date of this Agreement except as may be contemplated in the Development Agreement or otherwise agreed to in writing by the Purchaser, Seller will not enter into or grant any commitments, options, contracts, leases, easements, licenses, rights of way or the like affecting a portion of the Recreation Center Site after its respective Closing Date.

Seller’s Affirmative Covenants. Seller agrees that: (a) Until Closing, Seller shall maintain and preserve its existence as a [insert applicable corporate incorporation information] formed under the laws of the State of [XX] and all material rights, privileges and franchises necessary or desirable to enable it to perform and pay its obligations under this Agreement. Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and/or file all mortgages such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all Applicable Laws the rights, liens and priorities of SCE with respect to its Security Interest furnished pursuant to this Agreement. Seller shall ensure that no less than twenty percent (20%) of Seller’s aggregate costs to complete the initial development, engineering, procurement and construction of the Project are funded by equity contributions to Seller. The amount funded by equity contributions shall not be less than [TBD]. The foregoing shall not impose any obligations affecting that survive the Recreation Center SiteInitial Delivery Date, except such taxes or other costs, if any, as are being contested in good faith or are to be assumed and paid by Purchaser under the express terms hereof; provided that if SCE determines after the Initial Delivery Date that Seller breached this obligation with respect to any time prior to the Initial Delivery Date, SCE retains all rights under this Agreement, including, without limitation under Article Three, with respect to such occurrence. Seller shall provide and execute all documents and instruments reasonably necessary (including documents amending this Agreement in ways not materially adverse to Seller and documents reflecting compliance with all applicable Tariff provisions and applicable decisions of the CPUC and/or any other Governmental Authority that address Resource Adequacy performance obligations and penalties hereunder) to effect the use of the Resource Adequacy Benefits of the Project for SCE’s sole benefit through the Delivery Period. Seller shall maintain Site Control throughout the period beginning on the Approval Date and ending on the last day of the Term. Seller shall, throughout the Term, promptly provide SCE with Notice of any change in any of the specifications or descriptions set forth in Article One (and related Appendices). Throughout any RA Delivery Period (i) Seller shall, and shall cause each Storage Unit’s SC to promptly (and in any event within one (1) Business Day of the xxxx Xxxxxx or such SC receives notification from the CAISO) notify Buyer in the event the CAISO designates any portion of the Project as CPM Capacity, and (ii) in the event the CAISO makes such a designation Seller shall, and shall cause each Storage Unit’s SC to not accept any such taxes designation by the CAISO unless and until Xxxxx has agreed to accept such designation, provided that Buyer shall have the exclusive right to offer the Product and Project, or other costs as are being contested in good faith shall be settled or paid by Seller no later than the respective Closing. (b) During the Inspection Periodany portion thereof, Seller will provide Purchaser and Purchaser’s designees, at reasonable times and upon reasonable notice, complete access to the Recreation Center Site for the purpose of obtaining environmental, soil boring, mechanical, structural, engineering and other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate CAISO as CPM Capacity. With respect to any testing and inspections with persons on the Recreation Center Site pursuant to contracts with the Seller who are performing work related to making the Pad Site in Pad-Ready Condition or other Infrastructure Improvements pursuant to the Development Agreement. (c) During the Inspection RA Delivery Period, Seller shall give Purchaser or Purchasernotify the SC of each Storage Unit that (i) Seller has transferred the Product to Buyer with respect to each day of each Showing Month, and that such SC is obligated to deliver the Supply Plans in accordance with the Tariff and this Agreement, (ii) Seller is obligated to cause each Storage Unit’s agents access during normal business hours SC to provide to Buyer, at least fifteen (15) Business Days before the relevant deadlines for each Compliance Showing, the applicable Expected Contract Quantity of such Storage Unit for each day of such Showing Month, including the amount of Flexible Capacity and Inflexible Capacity, that is to be submitted in the Supply Plan associated with this Agreement for the applicable period, and (iii) Buyer is entitled to the revenues set forth in Section 9.03, and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues. With respect to any service contracts RA Delivery Period, Seller shall (i) provide all information needed for the Product to be shown on Supply Plans and records in regard Compliance Showings and to be used to satisfy RA Compliance Obligations, including, without limitation providing information with respect to the Recreation Center Site, if any, amount of Flexible Capacity and shall furnish Purchaser Inflexible Capacity available to be included in any applicable Supply Plan and Purchaser’s agents during such period Compliance Showing and (ii) provide any information requested by SCE related to the Project that is required to be provided to the CAISO or CPUC in order for SCE to comply with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not close, Purchaser agrees to return all such written information obtained to Seller and to keep the same confidential except that which is otherwise in the public domain Tariff or not of a confidential natureother Applicable Laws. (d) Unless and until this Agreement is terminated by its terms, from and after the date of this Agreement except as may be contemplated in the Development Agreement or otherwise agreed to in writing by the Purchaser, Seller will not enter into or grant any commitments, options, contracts, leases, easements, licenses, rights of way or the like affecting a portion of the Recreation Center Site after its respective Closing Date.