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

Trustee. The Trustee shall have the duties and responsibilities set forth in the Trust Agreement.

Covenants and Agreements. The covenants and agreements of Sellers to be performed at or before the Closing in accordance with this Agreement shall have been performed in all material respects.

Agreements and Covenants. YourSpace and each Shareholder shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate to such effect signed by the Chief Executive Officer of YourSpace.

Agreements and Covenants. BRPA shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date in all material respects.

Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

The grant of Trustee 102 Awards under this Sub-Plan shall be conditioned upon the filing of this Sub-Plan and the Trustee by the ITA, and the filing of the Company’s Election (as defined below) with the ITA at least thirty (30) days before the first date of grant of Awards under this Sub-Plan. The grant of 102 Trustee Award shall be in accordance with the terms and conditions of [Section 102].

Appointment of Trustee. A Trustee shall be appointed by the Board to administer each Trustee 102 Award in accordance with the provisions of [Section 102] and pursuant to a written agreement to be entered into between the Trustee and the Company (the “Trust Agreement”).

Agreements. None of the Borrowers is a party to any agreement or instrument which is reasonably likely to adversely affect any Borrower or any Property, or any Borrower’s business, properties or assets, operations or condition, financial or otherwise. None of the Borrowers is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which any Borrower or any Property is bound. None of the Borrowers has any financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any Borrower is a party or by which any Borrower or any Property is otherwise bound, other than # any obligations incurred in the ordinary course of the operation of any Property as permitted pursuant to [clause (t)] of the definition of Special Purpose Entity and # the obligations under the Loan Documents.

Agreements. Awards shall be evidenced by Award Agreements, in such form(s) as the Administrator shall from time to time approve.