Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the valid termination of this Agreement in accordance with Section 5.2.

Termination of Company Stockholder Agreements. Prior to the Closing, the Company shall terminate each Company Stockholder Agreement.

Certain Agreements of the Company. The Company hereby covenants and agrees as follows:

Covenants. Each of the covenants, agreements and obligations of the Permal Contributor or the Company contained in this Agreement and required to be performed or complied with by the Permal Contributor, any Permal Entity or the Company, as applicable, on or before the Closing shall have been performed or complied with in all material respects (provided that with respect to covenants, agreements and obligations that are qualified by materiality, the Permal Contributor and the Company shall have performed or complied with such covenants, agreements and obligations as so qualified, in all respects).

Restrictive Covenants Contained in Other Agreements. Notwithstanding any provision contained herein to the contrary, to the extent that Grantee is or becomes subject to any other agreement that contains restrictive covenants that are different from the restrictive covenants contained in this agreement, the restrictive covenants set forth in such other agreement shall supplement, and shall not replace, the restrictive covenants herein.

Covenants and Agreements of Managing Broker. In connection with its appointment as MB for the Offering, MP Securities covenants and agrees to:

agreements (or liabilities) of the Company contained herein and the Company shall have no liability with respect to the covenants and agreements (or liabilities) of SpinCo contained herein.

Agreements. Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Agreements. Except for Permitted Encumbrances, neither ​ nor any ​ Party is party to any agreement or instrument (including any Major Contract), or subject to any restriction, which could reasonably be expected to materially adversely affect ​ or the Property, or ​’s business, properties or assets, operations or condition, financial or otherwise. ​ has not entered into any Major Contract other than those disclosed to ​ in writing prior to the Closing Date. ​ has delivered to ​ true, correct and complete copies of all Major Contracts. Each of the Major Contracts is in full force and effect. Neither ​ nor any ​ Party, nor (to ​’s knowledge, any prior owner of the Property) is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Major Contract or any other agreement or instrument to which it is a party or by which ​ or the Property are bound. ​ has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which ​ is a party or by which ​ or the Property is otherwise bound, other than # obligations incurred in the ordinary course of the operation of the Property as permitted pursuant to [Section 5.1] hereof, and # obligations under the Loan Documents. The Loan Documents contain provisions that render the rights and remedies of ​ adequate for the practical realization against the Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure.