Common use of Seller Covenants Clause in Contracts

Seller Covenants. Seller agrees that, between the Effective Date of this Agreement and the Closing Date: (a) Except for the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. During the term of this Agreement, Seller agrees thatcovenants: (i) to cause the Property to be maintained in its present order and condition, between normal wear and tear and damage from casualty excepted, and to cause the continuation of the normal operation thereof and the continuation of the normal practice with respect to maintenance and repair in the ordinary course of business so that the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition on the Closing Date as on the Effective Date Date; (ii) to comply with all obligations of this Agreement and the Closing Date: (a) Except for the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into lessor” or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive “landlord” under the Closing and which would affect title Leases with respect to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject ; (iii) to the relay any communications from tenants about its lease or lease terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect within 48 hours to assume pursuant Buyer; (iv) to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases new lease which will be binding upon the Buyer or Property at or subsequent to Closing without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (v) to not enter into any new Service Contract or other possessory agreements like contracts for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would will be binding on Purchaser upon Buyer or the Property after the at or subsequent to Closing, without the Buyer’s prior written approval of Purchaserconsent, which may consent shall not be withheld in Purchaser’s sole discretion. unreasonably withheld, conditioned, or delayed; (cvi) Except for Approved Leases, Seller will to not sell, transferfurther pledge, convey, demolish, destroy, or otherwise transfer or dispose of, relinquish, amend, alter, change of all or modify any part of any Property; (vii) to maintain in full force and effect all insurance coverage presently in effect on the Property; (viii) to not grant any new encumbrances on or about the Property or any portion thereof, except for tenant finish out and other improvements thereof which will be binding upon the Buyer or Property at or subsequent to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant BuildingClosing, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain Buyer with the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction exception of the Property easement referenced in Section 7(e) above; (ix) to not enter into any brokerage commission or any portion thereof. (f) Seller fee agreement or arrangement which will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser on Buyer or affect the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of PurchaserBuyer; (x) to take commercially reasonable actions necessary to ensure that the Property is in compliance with all applicable laws, orders, rules and regulations applicable to the Property and the operation thereof; (xi) not grant any options, rights of first refusal or other instrument of any kind which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments grants to any governmental authorityperson or entity the right to purchase or otherwise acquire any interest in the Property; and (xii) to use commercially reasonable efforts to obtain executed Estoppels from all Tenants and, utility companyto the extent required by Buyer’s lender, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or SNDAs from each tenant of the Property after the Closingno later than Closing on commercially reasonable forms.

Seller Covenants. Seller agrees that, between (a) Between the Effective Date date of this Agreement and the Closing Date: , except to the extent such matters are the responsibility of the Buyer under the Management Agreement relating to the Coronado South Property (a) Except for during the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined belowtime such Management Agreement is in effect), each Seller agrees that it will maintain, operate, staff and rent its Property in a manner which is substantially similar to that in which it is currently being maintained, operated, staffed and rented and make any construction contract and all repairs and replacements reasonably required to construct deliver the Property to Buyer at Closing substantially in its present condition, normal wear and tear and casualty and condemnation excluded; provided, however, in no event shall any Build Seller be required to Suit or make any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant capital improvements to any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title Property except to the Property, without extent the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject same are required pursuant to the terms and express provisions of Section 6.07 belowthis Agreement, Seller may enter into Property Agreements after including the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in Coronado South Improvements and the form as the construction contract entered into with Fromberg Rivermark Construction, LLC for the construction of Building J.. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications At all times prior to the Tenant Leases Closing Date with respect to each Property, Sellers shall maintain or Approved Leases which would cause to be binding on Purchaser maintained, at such Sellers' sole cost and expense, all policies of casualty insurance currently in effect with respect to such Property (or the Property after the Closingcomparable replacements thereof), without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretionunless such policies are no longer available upon commercially reasonable terms. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements Sellers shall terminate prior to the Property in the ordinary course Closing Date with respect to each Property, at no cost or expense to Buyer, all employees, if any, of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretionsuch Property. (d) Following the Closing Date until March 31, 2006, each Seller will operate shall provide Buyer or its representatives with Property information, to the extent the same is in Seller's actual possession or control, (i) if reasonably requested by Buyer in connection with any audit being performed by Buyer; the information to be provided may include revenue and repair expense records (including, without limitation, monthly rent rolls, monthly bank statements, collection reports, selected tenant lease files, selected vendor paid bills/invoices, property and maintain liability insurance premium notices and policies, real property tax assessments and bills, property management contracts, payroll information (including payroll general ledger accounts, employee names and gross pay), selected tenant leases, selected invoices for legal, audit and professional services and selected utility bills), detail general ledger, general ledger trial balances or financial statements, description of the Property accounting system in place, and a first class condition commensurate with comparable retail shopping centers representation letter in the Austinform of Schedule 8.1(d) attached hereto and made a part hereof duly executed by each Seller; (ii) to the extent it is non-confidential and non-proprietary (as determined by each Seller in its sole but good faith discretion), Texas area and in accordance with all applicable laws, codes and regulations, (iii) to the Tenant Leases, the Approved Leases and all other agreements, restrictions extent not previously delivered to Buyer or covenants applicable to, or binding upon the Propertyits affiliates. (e) During the period from the Effective Date to Closing, each Seller will shall promptly notify Purchaser Buyer of any material damage condemnation, environmental, zoning or other land-use regulation proceedings of which Seller obtains actual knowledge, as well as any written notices of violations of any law relating to a Property of which Seller obtains knowledge, and any litigation of which Seller obtains actual knowledge that Seller believes may affect Buyer or destruction a Property after the close of the Property or any portion thereofescrow. (f) Subject to the balance of this subsection (f), Seller will promptly perform shall deliver the Property to Buyer on the Closing Date with all Vacant Units (as hereinafter defined) in ready-to-rent condition, which shall be limited to clean carpets, freshly painted walls, working (and undamaged) kitchen appliances, water heaters and HVAC, and no material damage to doors, walls, ceilings, floors or windows which has not been repaired. The foregoing shall not be a condition to Buyer's obligation hereunder. However, representatives of its obligationsthe Seller and Buyer shall inspect the Vacant Units on the day prior to the Closing Date and at the close of escrow, Buyer shall receive a credit against the Purchase Price in all material respects, under the Tenant Leasesamount of $500.00 for each Vacant Unit which is not ready-to-rent in accordance with this Section 8.1(f). As used herein, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation term "Vacant Units" shall mean apartment units with respect to which the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects applicable lease has terminated and the Property tenant is no longer in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or possession. With respect to the Property after the ClosingCoronado South Property, the zoning or any other governmental approval and permit applicable credit to Buyer provided for in this Section 8.1(f) shall be determined at the Property, without time of the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Initial Closing.

Seller Covenants. Seller agrees that, between the Effective Date of this Agreement and the Closing Date: (a) Except for From the Approved Leases date of this Agreement until the Closing Date or the termination of this Agreement, Seller shall, and shall cause the Transferred Subsidiaries to, conduct their businesses in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact the business organizations of the Transferred Subsidiaries and relationships of the Transferred Subsidiaries with third parties and to keep available the services of the employees of the Transferred Subsidiaries. Seller shall notify Buyer promptly of the occurrence of any event that would reasonably be expected to have a Material Adverse Effect on the Transferred Subsidiaries of which it or any of its Subsidiaries has Knowledge including, without limitation, information (defined belowand provide copies of all pertinent documents) concerning all proceedings instituted, threatened or asserted against or affecting the Transferred Subsidiaries at law or in equity, before or by any Governmental Entity. Seller shall keep records relating to the Transferred Subsidiaries in accordance with GAAP and construction contracts other applicable accounting principles applied on a basis consistent with prior periods and in accordance with past practice. Seller shall inform and consult with Buyer regarding any significant developments or transactions proposed to be entered into relating to fulfill landlord obligations thereunderthe Transferred Subsidiaries prior to the earlier of the Closing Date or the termination of this Agreement. Without limiting the generality of the foregoing, from the Site Easements (defined below), and any construction contract required to construct any Build to Suit date of this Agreement until the earlier of the termination of this Agreement or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”)Closing Date, Seller will not enter into take or grant permit any liensof the Transferred Subsidiaries to take, easementsany of the following actions, restrictive covenants without Buyer’s prior written consent, which consent will not be unreasonably withheld or other agreements delayed: (i) adopt any change to the organizational documents of any kind which would survive Transferred Subsidiary (i.e., certificates of incorporation, organization or formation; bylaws or limited liability company operating agreements, as applicable), (ii) except as contemplated by Section 5.1(c), allow any Transferred Subsidiary to merge or consolidate with any other Person or acquire a material amount of assets from any other Person, (iii) except in the Closing ordinary course of business and which would affect title except as contemplated by Section 5.1(c), (A) sell or transfer material assets relating to the PropertyTransferred Subsidiaries, without the prior written approval of Purchaser(B) grant, which may be withheld in Purchaser’s sole discretion. Subject create, incur or suffer to exist any Liens, other than Permitted Liens, on any material assets or properties relating to the terms and provisions of Section 6.07 belowTransferred Subsidiaries, Seller may (C) incur any material Liability (absolute, accrued or contingent) relating to the Transferred Subsidiaries, (D) waive any material claims or rights relating to the Transferred Subsidiaries, or (E) enter into Property Agreements after into, assume or amend any Material Contract, (iv) increase in any manner the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 belowbase compensation of, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases new bonus or other possessory agreements for incentive agreement or arrangement with, any employee of any Transferred Subsidiary, except in the Property ordinary course of business or any amendments or modifications pursuant to the Tenant Leases Contracts set forth on Schedule 5.1(a), (v) pay or Approved Leases which would be binding on Purchaser agree to pay any additional or the Property after the Closing, without the prior written approval increased benefits under any Employee Benefit Plan of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereofa Transferred Subsidiary, except for tenant finish out and other improvements to the Property in the ordinary course of business, (vi) award any Build additional equity to Suit any employee of a Transferred Subsidiary, except to the extent contractually obligated to provide such equity award as of the date hereof or in the ordinary course of business, (vii) amend or terminate any employment agreement with any employee of any Transferred Subsidiary or enter into any new employment agreement with any employee of any Transferred Subsidiary, except in the ordinary course of business, (vii) make any election relating to Taxes of or relating to any of the Transferred Subsidiaries, or their respective assets or businesses, which would have any Material Adverse Effect on Tax obligations of the Transferred Subsidiaries for any taxable period or portion thereof beginning after the Closing Date, including, without limitation, any change in accounting method for Tax purposes and/or change in Tax status (other than an election with respect to WFIL under Treasury Regulations section 301.7701-3 described in clause (ii) of Section 5.1(c)), or amend any material Tax Return filed prior to the date hereof or hereinafter filed having such effect, (viii) make any capital expenditure in excess of Fifty Thousand United States Dollars (US$50,000), or (ix) commit or agree to take any of the foregoing actions. (b) From the date hereof to the earlier of the Closing Date or the termination of this Agreement as provided in Article 8, Seller shall afford Buyer, its advisors and representatives, upon reasonable prior written notice and in a manner that does not interfere with the normal business activities of Seller, reasonable access to information relating to the Transferred Subsidiaries as Buyer reasonably requests, including permitting Buyer, its advisors and representatives to make physical inspections of the Transferred Subsidiaries’ assets, properties, financial statements and books and records. (c) Prior to the Closing Date, Seller shall, and shall cause its Affiliates to, as applicable, take the following actions in the following sequence: (i) if requested by Seller and approved by Buyer, WFI Sweden shall elect to be classified as a disregarded entity for U.S. federal income Tax purposes under Treasury Regulation section 301.7701-3, effective by no later than the day prior to the Closing Date; (ii) WFIL shall elect to be classified as a disregarded entity for U.S. federal income Tax purposes under Treasury Regulation section 301.7701-3, effective by no later than the day prior to the Closing Date; (iii) WFI UK, Ltd. shall transfer to WFI Sweden all of its right, title and interest in and to 7,000 shares of WFI Turkey; (iv) Seller shall cancel the outstanding debt of WFI Turkey shown on Schedule A, such cancellation to be effectuated in form and substance reasonably acceptable to Buyer; (v) WFIL shall, (A) first, utilize the EMEA Excess Cash to pay to WFI the portion of the Intercompany Debt owed by it to WFI that is designated as “Trade” on Schedule A and (B) second, utilize the balance of the EMEA Excess Cash remaining after the foregoing payment to pay WFI that portion of the loan principal of the Intercompany Debt owed by it to WFI that is designated as “Loans” on Schedule A such that the remaining balance of the Intercompany Debt equals the amount of the Assigned Intercompany Debt; and (vi) WFIL shall transfer to WFI UK, Ltd., in consideration of US $1, all of its right, title and interest in and to all the equity interests of WFI Spain. In addition to the foregoing, prior to the Closing Date, Seller shall, and shall cause each of its Affiliates to, terminate any and all agreements and arrangements between Seller and any construction of its Affiliates other than a Transferred Subsidiary, on the one hand, and any Transferred Subsidiary, on the other hand. Buyer and Seller acknowledge and agree that to the fullest extent permitted by Law, as of the Pad Site N Multi-Tenant Buildingtime of the transfer described in the foregoing clause (iii), without WFI Sweden shall be deemed the prior written consent beneficial and substantive owner of Purchaserthe transferred interests in WFI Turkey, which notwithstanding that legal title and registration of any equity interest of such entity in the name of WFI Sweden may occur at a later date and WFI Sweden shall be withheld entitled to receive through its beneficial ownership of such transferred interest in Purchaser’s sole discretionWFI Turkey any and all benefits relating to ownership of such transferred interest, and, except as otherwise provided by this Agreement, shall assume and be fully responsible for any and all Liabilities relating to such transferred interest. Buyer and Seller further acknowledge and agree that to the fullest extent permitted by Law, as of the time of the transfer described in the foregoing clause (vi), WFI UK, Ltd. shall be deemed the beneficial and substantive owner of WFI Spain, and assume full responsibility and operational control of such entity, notwithstanding that legal title and registration of any equity interest of such entity in the name of WFI UK, Ltd. may occur at a later date and WFI UK, Ltd. shall be entitled to receive through its beneficial ownership of WFI Spain any and all benefits relating to ownership of interests in such entities, and, except as otherwise provided by this Agreement, shall assume and be fully responsible for any and all Liabilities relating to such entities. (d) Seller will operate shall pay and repair and maintain be responsible for any fee or commission payable to any investment banker, broker, finder or other intermediary retained by or authorized to act on behalf of Seller with respect to the Property in a first class condition commensurate with comparable retail shopping centers in consummation of the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Propertytransactions contemplated by this Agreement. (e) Prior to the Closing, Seller will promptly notify Purchaser of any material damage shall pay or shall cause the Transferred Subsidiaries to or destruction pay all payroll (including related payroll Taxes and expenses), contractor and other expenses of the Property or any portion thereofTransferred Subsidiaries through Week 5 as set forth on Schedule 5.1(e). (f) Seller will promptly perform use commercially reasonable efforts to obtain such written consents, assignments, waivers and authorizations or other certificates from third parties, including Governmental Entities, and give such notices to third parties, including Governmental Entities, in each case that are required to consummate the transactions provided for herein and to keep in effect and avoid the breach, violation or termination of any Material Contract of any Transferred Subsidiary (each, an “Assignment Consent”); provided, however, that reasonable efforts by Seller shall not include (a) the payment of any amounts by Seller to any such third party or (b) the amendment of any provision of, or waiver of any rights under, any contract between Seller or any Transferred Subsidiary, on the one hand, and any such third party, on the other hand. If any Assignment Consents are not received on or before the Closing Date with respect to any Material Contract, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide Buyer with all of its obligationsthe benefits of such Material Contract as if the Assignment Consent had been obtained as set forth in more detail in the Transition Services Agreement, in all material respects, under including by granting subleases and establishing subcontracting arrangements. In no event will Buyer be entitled to delay the Tenant Leases, the Approved Leases, and all requirements of Closing or terminate this Agreement due to Seller’s construction lender and related construction loan documents (“Construction Loan Documents”)failure to obtain an Assignment Consent. (g) For a period of four (4) years following the Closing Date, Seller will promptly upon obtaining notice of samehereby agrees not to, notify Purchaser either on its own account or in conjunction with or on behalf of any instituted Person, carry on or proposed foreclosure proceedingbe engaged, condemnation action directly or other litigation with respect indirectly, whether as a shareholder, director, employee, partner, agent or otherwise, in Europe, the Middle East or Africa in the delivery of the following services, whether directly or as a subcontractor to the Property an equipment vendor or any portion thereofother Person, relating to wireless carriers for their licensed wireless telecommunications networks, whether privately owned or owned by a Governmental Entity: (1) consulting services for all planning, including without limitation technology assessment, vendor evaluation, market analysis and business plan development; (2) design and deployment services, including without limitation radio frequency engineering, spectrum relocation, fixed network engineering, core network engineering, site acquisition, zoning, permitting, construction/construction management and installation and optimization services; (3) management and optimization services, including without limitation radio frequency optimization services, testing and analysis of quality of service and end-user experience and network operations and maintenance services; or (4) any outsourcing or managed service that includes any of the activities described in the foregoing clauses (1) through (3); provided, however, Seller shall in no way be restricted for engaging in or carrying on such activities for Governmental Entities through its WFI Government Services, Inc. entity in connection with the non-commercial activities of such Governmental Entities, such as, but not limited to, military and police functions. While the restrictions contained in this Section 5.1(f) are considered by the parties to be reasonable in all the circumstances for the protection of the interests of Buyer and/or the Transferred Subsidiaries, it is recognized that restrictions of the nature in question may fail for technical reasons and, accordingly, it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope, the said restriction shall apply with such modifications as may be necessary to make it valid and effective. The parties hereby agree that any remedy at Law for any of breach by Seller of any of the provisions contained in this Section 5.1(f) may be inadequate and that Buyer will be entitled to seek injunctive relief in addition to any other remedy Buyer may have under this Agreement. (h) On and after the Closing Date, Seller will afford promptly upon obtaining notice of sameto Buyer and its accountants, notify Purchaser of attorneys, agents and representatives full and complete access to its and its Subsidiaries’ properties, books, records, documents, employees, directors and auditors to the extent reasonably necessary or appropriate to permit Buyer to (i) determine any legalmatter relating to Buyer’s rights and obligations hereunder, political(ii) complete and/or initiate any and all financial audits necessary or appropriate for Buyer’s business, governmentaloperations and financial reporting purposes, and (ii) respond to, prepare for, or administrative defend itself against any third-party or governmental investigation, inquiry, action, suit, proceeding, claim or threatened or actual legal or arbitral proceedings arising from the operation of the Transferred Subsidiaries prior to the Closing Date; provided, however, that any such access by Buyer shall not unreasonably interfere with the conduct of Seller’s business; provided, further that Buyer may retain copies of such books and records that are reasonably necessary or appropriate to respond to, prepare for, or produce such properties, books, records and employees in connection with any existing third-party or governmental investigation, inquiry, action, suit, proceeding, claim or threatened or actual legal proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner.arbitration.. (i) Seller will not alter or amend shall be obligated to reimburse Buyer for any costs in any way which would be binding upon Purchaser or the Property after the Closing, the zoning excess of Ten Thousand United States Dollars ($10,000) incurred by Buyer or any other governmental approval and permit applicable to of its Subsidiaries in connection with the Property, without the prior written consent dissolution of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.Wireless Facilities International Germany GmbH.

Seller Covenants. (a) Seller agrees thatcovenants as follows: (i) from the date hereof through the expiration or termination of this Agreement, between the Effective Date of Seller shall comply with this Agreement and the Closing Date:Applicable Laws; (aii) Except for from the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunderInitial Energy Delivery Date through the expiration or termination of this Agreement, the Site Easements (defined below)Project shall be operated and maintained in accordance with this Agreement, Applicable Laws, and any construction contract required to construct any Build to Suit Prudent Operating Practices; (iii) throughout the Term that it, or any Pad Site N Multiits permitted successors or assigns, shall maintain ownership of a fee, easement, long-Tenant Building term leasehold interest, or other similar asset ownership interest in the Project; and (the “Pad Site N Multi-Tenant Building Construction Contract”)iv) except as expressly provided for in this Agreement, Seller will not enter into grant, create, confer, assign, transfer or grant convey any liensright, easements, restrictive covenants title or other agreements interest in or to the Project in favor of any kind third party which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does is not elect to assume pursuant to Section 6.07 below, terminable without cost or liability expense to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in Buyer upon exercise by Buyer of the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J.Buyer's Purchase Option. (b) Except for the Approved Leases Seller represents and Tenant Lease Amendments as permitted under Section 6.06 below, Seller covenants that it has not sold and will not enter into in the future sell or attempt to sell, convey, transfer or encumber any leases or other possessory agreements for of the Property Renewable Attributes and Facility Attributes or any amendments right, title or modifications interest in or to the Tenant Leases Renewable Attributes or Approved Leases which would be binding on Purchaser Facility Attributes to any Person other than Buyer. Seller shall not report to any Person that any of the Renewable Attributes and Facility Attributes are owned by or belong to any Person other than Buyer. Buyer may, at its own risk and expense, report to any Person that the Property after Renewable Attributes and Facility Attributes are owned by and belong to it. At Buyer’s request, the Closing, without the prior written approval of Purchaser, which Parties shall execute and deliver such documents and instruments as may be withheld reasonably required to effect recognition and transfer of the Renewable Attributes and Facility Attributes to Buyer. Except with regard to the execution and delivery of bills of sales and attestations similar to Exhibit L, Buyer shall bear the costs, fees and expenses associated with preparing and executing any such documents and instruments. Seller shall reasonably cooperate in Purchaserany registration by Buyer of the Project (at Buyer’s sole discretion.cost) in the renewable portfolio standard or equivalent program in any state and program in which Buyer may wish to register or maintained registered the Project by providing copies of all such information as Buyer reasonably requires for such registration (c) Except for Approved LeasesSeller represents that, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction as of the Pad Site N Multi-Tenant Building, without Commercial Operation Date and continuing through the prior written consent Term of Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulationsthis Agreement, the Tenant Leases, Project shall satisfy the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, criteria for qualifying small power production facilities under the Tenant Leases, the Approved Leases, Public Utility Regulatory Policies Act of 1978 and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”)18 C.F.R. § 292.204. (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. In connection with the registration of the Shares, Seller agrees that, between the Effective Date of this Agreement and the Closing Dateto: (a) Except for the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined below)6.1 Prepare promptly, and any construction contract required to construct any Build to Suit file with the SEC no later than fifteen (15) days after the date hereof, a registration statement on Form S-3, or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”)similar registration statement, of Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into filed with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, SEC under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation Securities Act with respect to the Property or any portion thereof. Shares (hthe “Registration Statement”), and thereafter use all diligent efforts to cause such Registration Statement relating to the Shares to become effective within five (5) Seller will promptly upon obtaining business days after notice from the SEC that such Registration Statement may be declared effective, and keep the Registration Statement effective at all times until the earliest of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) the date when Buyer may sell all Shares under Rule 144 promulgated under the Securities Act without volume limitations, or (ii) the date Buyer no longer owns any of the Shares (collectively, the “Registration Period”), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 6.2 Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Shares of Seller will not alter covered by the Registration Statement until the expiration of the Registration Period. 6.3 Unless available to Buyer without charge through XXXXX, the SEC’s website or amend in any way which would be binding upon Purchaser or the Property Seller’s website, furnish to Buyer, (i) promptly after the Closingsame is prepared and publicly distributed, filed with the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious bodySEC, or any homeowners associationreceived by Seller, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or any supplement thereto, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other organizationdocuments, group as Buyer may reasonably request in order to facilitate the disposition of the Shares owned by Seller. 6.4 Use its commercially reasonable efforts to cause all of the Shares covered by the Registration Statement to be listed on the national securities exchange on which securities of the same class or individual which would be binding upon Purchaser or the Property after the Closingseries issued by Seller are then listed.

Seller Covenants. Seller agrees that, between the Effective Date of this Agreement and the Closing Date: (a) Except for the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined below), the Required Easements (defined below) consented to by Purchaser, the Restrictive Covenant Agreement, and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s reasonable discretion 22 prior to the expiration of the Inspection Period and which may be withheld in Purchaser’s sole discretiondiscretion after the expiration of the Inspection Period. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s reasonable discretion prior to the expiration of the Inspection Period and which may be withheld in Purchaser’s sole discretiondiscretion after the expiration of the Inspection Period. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s reasonable discretion prior to the expiration of the Inspection Period and which may be withheld in Purchaser’s sole discretiondiscretion after the expiration of the Inspection Period. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s 's construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) After the expiration of the Inspection Period, Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayeddelayed (as of the Effective Date, Seller is processing an amendment to the PUD to streamline the process for confirming compliance with green building requirements which proposed amendment will be included in the Property Information); and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. If Buyer approves the Preliminary Plans and Specifications, Seller hereby covenants and agrees that, between the Effective Date of this Agreement and the Closing Date: (a) Except for the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 belowshall, without cost or liability expense to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in Buyer, commence or cause the form as the construction contract entered into with Fromberg Construction, LLC for the commencement of construction of Building J.the Included Improvements and shall continue construction diligently to completion. (b) Except for By the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 belowClosing Date, Seller will not enter into shall have completed or caused the completion of construction of the Included Improvements. The Included Improvements are deemed complete for all purposes of this Agreement when (i) they have been substantially completed in accordance with the Plans and Specifications, as evidenced by the written certification of an independent architect in a form satisfactory to Buyer, (ii) Seller has provided Buyer with a certificate of occupancy and/or any leases other approvals required to be issued by all appropriate governmental authorities having jurisdiction over the Condominium in order to permit occupancy of the Included Improvements, (iii) notice of completion (recorded, when advisable or necessary under applicable law) and passage of the requisite time without the filing of claims for mechanic's or materialmen's liens, completion affidavit, or other possessory agreements for evidence satisfactory to Buyer that the Property or Included Improvements are complete, are free of any amendments or modifications to lien not otherwise identified in the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the ClosingTitle Policy, without the prior written and have been inspected by and received final approval of Purchaser, which may be withheld in Purchaser’s sole discretionthe appropriate governmental authorities. (c) Except for Approved LeasesSeller shall construct the Included Improvements in a good and workmanlike manner in accordance with sound building practices and the Plans and Specifications. Seller shall comply with all existing and future laws, Seller will not sellregulations, transferorders, conveybuilding codes, demolish, destroy, dispose restrictions and requirements of, relinquishand all permits and approvals from, amendand agreements with and commitments to, alterall governmental authorities having jurisdiction over the Condominium (collectively, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion"Requirements"). (d) Seller will operate shall provide Buyer with copies of all change orders (for any change in any work or materials for the Included Improvements, whether positive or negative), together with all additional documents relating thereto that Buyer may require. These documents may include the following: (i) plans and repair specifications indicating the proposed change, and maintain (ii) a written description of the Property in a first class condition commensurate with comparable retail shopping centers in the Austinproposed change and related working drawings. Seller shall obtain Buyer's prior written approval of any material change order. If Buyer does not approve of any material change and Seller incorporates such material change, Texas area and Buyer may terminate its obligations under this Agreement in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the PropertySection 22 below. (e) Seller will promptly notify Purchaser shall obtain shall obtain from the appropriate persons all approvals of any material damage to changes in plans, specifications, work, materials or destruction contracts required by any of the Property Requirements (including those of any governmental authority having jurisdiction over the Real Property) or under the terms of any portion thereofagreement relating to the Real Property, the Condominium or the Units. (f) Seller will promptly perform Buyer may take a reasonable time to evaluate any requests for proposed changes and may require that all of approvals required from other parties be obtained before it reviews any requested change. Buyer may approve or disapprove changes in its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”)sole discretion. (g) Seller will promptly upon obtaining notice shall obtain, comply with, and keep in effect all permits, licenses, and approvals required from governmental authority in order to construct the Included Improvements. Seller shall deliver copies of sameall such permits, notify Purchaser of any instituted or proposed foreclosure proceedinglicenses, condemnation action or other litigation with respect and approvals to the Property or any portion Buyer within five (5) days after receipt thereof. (h) Buyer and its agents and representatives shall have the right to enter and visit the Real Property at any reasonable time for the purposes of performing an inspection of, or observing the work of, construction and examining all materials, plans, specifications, working drawings, and other matters relating to the construction. In each instance, Buyer shall give Seller will promptly upon obtaining reasonable notice before entering the Real Property and make reasonable efforts to avoid interfering with Seller's use of the Real Property when exercising any of the rights granted in this Section. If Buyer, in its reasonable judgment, determines that the construction of the Included Improvements fails to conform to the Plans and Specifications or sound building practices, or that such construction otherwise departs from any of the requirements of this Agreement, Buyer shall provide written notice of samesuch determination to Seller. If Seller does not correct such failure, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property Buyer may terminate its obligations under this Agreement in a materially adverse manneraccordance with Section 22 below. (i) Buyer has no duty to visit the site or to supervise or observe construction. Any site visit or observation by Buyer is solely for the purpose of protecting Buyer's rights and interests. No site visit or observation by Buyer shall impose any liability on Buyer or be a representation that Seller is or will not alter be in compliance with the Plans and Specifications, that the construction is free from defective materials or amend in workmanship, or that the construction complies with all applicable Requirements. Neither Seller nor any way which would be binding upon Purchaser other party is entitled to rely on any site visit, observation, or the Property after the Closing, the zoning examination by Buyer. Buyer owes no duty of care to protect Seller or any other governmental approval and permit applicable party against, or to inform Seller or any other party of, any negligent or defective design or construction of the Included Improvements or any other adverse condition affecting the Real Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and. (j) Seller will not make shall pay or otherwise promptly discharge all claims and liens for labor done and materials and services furnished in connection with the construction of the Included Improvements; provided, however, that Seller may, by appropriate proceeding, contest the validity or amount of any commitments asserted claim or lien if the contested claim or lien is bonded or insured. (k) Seller shall promptly provide to Buyer, at Seller's sole cost and expense, (a) as-built plans and specifications for the Included Improvements as actually completed, certified by an independent architect as being complete and accurate, and/or (b) an as-built ALTA survey of the Condominiums and Included Improvements in form and substance satisfactory to Buyer, certified by a licensed land surveyor and showing the location of the completed improvements, and all boundary lines, easements, rights of way, and other matters affecting the Condominium. (l) Seller shall promptly provide Seller with a copy of any governmental authority, utility company, school board, church material notices or other religious bodyfilings made by Seller with, or received by Seller from, any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or government authority having jurisdiction over the Property after the ClosingReal Property.

Seller Covenants. Seller agrees that, between Between the Effective Date of this Agreement and the Closing Dateor earlier termination of this Agreement, Seller covenants and agrees as follows: (a) Except for Seller shall continue to operate, maintain and lease the Approved Leases (defined below) Property in the same manner in which Seller is currently operating, maintaining and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to leasing the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J.. (b) Except for the Approved Leases Seller shall maintain all casualty, liability and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications hazard insurance currently in force with respect to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretionProperty. (c) Except for Approved LeasesSeller shall not lease, Seller will not sell, transfermortgage, conveypledge, demolish, destroy, hypothecate or otherwise transfer or dispose of, relinquish, amend, alter, change or modify of the Property or any portion interest therein or part thereof, except for tenant finish out and nor shall Seller initiate, consent to approve or otherwise take any action with respect to zoning or any other improvements governmental rules or regulations applicable to the Property Property. (d) Prior to Closing, Seller shall (i) promptly deliver notices to Purchaser of any action, litigation, arbitrations, violations, mediation, reference, condemnation or other proceeding that either materially adversely affects, or that has the potential to materially adversely affect, the Property, or the use, possession or occupancy thereof (each, a “Material Adverse Event”), and (ii) defend or otherwise address such Material Adverse Event at Seller’s expense, in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaserconsistent with Seller’s sole discretion. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Propertypast business practices. (e) To the extent permitted by applicable laws, ordinances, and regulations, Seller shall: (i) provide reasonable authorization and reasonable letters of support to the public and/or government entities stating Seller’s support for the Purchaser’s proposed development of the Property, as may be requested by Purchaser from time-to-time; and (ii) following Purchaser’s written request, Seller will promptly notify Purchaser reasonably cooperate (at no material cost to Seller and subject to Seller’s discretion regarding each such request) with Purchaser’s requests for a representative to provide comments regarding the Seller’s support of any material damage to or destruction Purchaser’s acquisition and operation of the Property as a paper production facility. Seller shall not be required to undertake any material cost or any portion thereof. expense in connection with provision of the cooperation and assistance to Purchaser required by this Section (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”e). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller In connection with each registration pursuant to this Section 9, the sellers of Warrant Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary and shall be requested by the Company in order to comply with Federal and applicable state securities laws. In connection with each registration pursuant to this Section 10 covering an underwritten public offering, each seller of Warrant Stock agrees to enter into a written agreement with the managing underwriter in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature. Each seller of Warrant Stock severally agrees that, between upon receipt of any notice from the Effective Date Company of this Agreement and the Closing Date: (a) Except for happening of any event of the Approved Leases (defined below) and construction contracts entered into kind described in Section 10.2(d), such seller will immediately discontinue disposition of Warrant Stock pursuant to fulfill landlord obligations thereunderthe registration statement until such seller's receipt of the copies of the supplemented or amended prospectus, and, if so directed by the Company, such seller will deliver to the Company all copies, other than permanent file copies then in such seller's possession, of the most recent prospectus covering such Warrant Shares at the time of receipt of such notice. If the Company shall give such notice, the Site Easements (defined below), Company shall extend the period during which the registration statement shall be maintained effective by the number of days during the period from and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (including the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements date of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval giving of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume notice pursuant to Section 6.07 below10.2(d) to the date when the Company shall make available to such seller a prospectus supplemented or amended to conform with the requirements of the Securities Act. Each seller of Warrant Stock agrees that, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Constructionif requested, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller such seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications an agreement containing customary indemnification and contribution provisions as a condition to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval registration of Purchaser, which may be withheld in Purchaser’s sole discretionsuch seller's Warrant Stock. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller agrees that, between hereby covenants as follows: 34.1 As of the Effective Date Date, to cause to be in force fire and extended coverage insurance upon the Real Property, and public liability insurance with respect to damage or injury to persons or property occurring on the Real Property in at least such amounts, and with the same deductibles, as are maintained by Seller on the date hereof. 34.2 From and after the expiration of this Agreement the Due Diligence Period, to not enter into any new lease with respect to the Real Property, without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Exercise of a mandatory renewal option shall not be considered a new lease. To the extent specifically disclosed to Buyer in connection with any request for approval, any brokerage commission and the Closing Date: (a) Except for cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the Approved Leases (defined below) primary term of the new Lease. Further, from and construction contracts entered into to fulfill landlord obligations thereunder, after the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (expiration of the “Pad Site N Multi-Tenant Building Construction Contract”)Due Diligence Period, Seller will not modify or cancel any existing Lease covering space in the Real Property without first obtaining the written consent of Buyer which shall not be unreasonable withheld, conditioned or delayed. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 34.2 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be consent. Following the expiration of the Due Diligence Period, Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s reasonable refusal to consent thereto shall constitute a default hereunder. 34.3 From and after the expiration of the Due Diligence Period, to not sell, assign, or convey any right, title, or interest whatsoever in or to the Real Property, or create any lien, security interest, easement, encumbrance, charge, or condition affecting the Real Property (other than the Permitted Exceptions) which is not removed prior to the Closing Date. 34.4 From and after the expiration of the Due Diligence Period, to not, without Buyer’s written approval, (a) amend or waive any right under any Contract, or (b) enter into any service, operating or grant any liens, easements, restrictive covenants or other agreements of any kind which maintenance agreement affecting the Real Property that would survive the Closing Close of Escrow. 34.5 From and which would affect title after the expiration of the Due Diligence Period, to fully and timely comply with all obligations to be performed by it under the Leases and Contracts, and all Permits, licenses, approvals and laws, regulations and orders applicable to the Real Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms . 34.6 From and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates expiration of the Due Diligence Period, to provide Buyer with monthly rent rolls containing the same information in its rent roll delivered with the Due Diligence Materials. 34.7 From and after the expiration of the Due Diligence Period, to provide Buyer with copies of (a) any such Property Agreement that Purchaser does not elect default letters sent to assume pursuant to Section 6.07 belowtenants and, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases any copies of correspondence received from a tenant that is “going dark”, seeking to re-negotiate its lease, contemplating bankruptcy or alleging default and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course notices of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation bankruptcy filings received with respect to the Property or any portion thereoftenant. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller agrees that15.1 Sellers agree that they shall not after the expiration of the Due Diligence Period, between without Purchaser’s prior written consent, not to be unreasonably withheld: (i) amend any Lease in any manner except as may be required under the Effective terms of such Lease (and Sellers shall give Purchaser five (5) business days notice before entering into any such amendment); (ii) to the extent Sellers’ consent is required under the respective Lease and can be withheld without violating standards of reasonableness required by the Lease, or implied covenants of good faith and fair dealing, consent to an assignment of any Lease or a sublease of the premises demised thereunder; (iii) consent to any termination or surrender of any Lease, (iv) to the extent Sellers’ consent is required under the respective Lease and can be withheld without violating standards of reasonableness required by the Lease, or implied covenants of good faith and fair dealing, consent to an alteration of the premises demised thereunder; (v) grant any rent abatement or concessions to Lessee; and/or (vi) enter into any contracts of sale or letters of intent for the acquisition or disposition of any of the Properties. The form of any amendment or consent required or permitted to be granted by Sellers under this Section 15.1 shall be subject to the review and approval by Purchaser, which approval shall not be unreasonably withheld, condition or delayed, and shall be deemed granted if not reasonably denied within five (5) business days after the date on which such form has been provided to Purchaser. Prior to the expiration of the Due Diligence Period, Sellers shall give Purchaser not less than five (5) business days notice prior to undertaking any of the foregoing. 15.2 From the Execution Date and until the Date of Closing, or sooner termination of this Agreement Agreement, Sellers shall use commercially reasonable efforts to enforce the terms of the Leases requiring the Lessee to: (i) maintain the existing insurance policies covering the Properties or, if any of such policy is expiring, cause such policy to be replaced with a new policy containing the same coverage; and (ii) maintain the Properties in the condition required by the terms of the Leases. 15.3 From the Execution Date and until the Date of Closing Date: or sooner termination of this Agreement, Sellers shall: (ai) Except for the Approved Leases (defined below) deliver to Purchaser, promptly after sending or receipt by Sellers, a copy of all written default and construction contracts entered into other material notices to fulfill landlord obligations thereunder, the Site Easements (defined below), and from Lessee and all written notices of any violations issued to Sellers by governmental authorities with respect to any Property and any construction contract required other material notices received from any governmental authority with respect to construct any Build Property; (ii) not alter, amend or become a party to Suit or any Pad Site N Multi-Tenant Building new agreement with respect to any of the Properties unless the agreement is terminable within thirty (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive 30) days after the Closing and which would affect title such termination can occur without penalty or other cost to the PropertyPurchaser; (iii) perform their obligations under all Leases, REA’s, contracts and Permitted Encumbrances; (iv) not settle any condemnation claim or insurance casualty claim without the Purchaser’s prior written approval of Purchaserconsent, which may not to be unreasonably withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. delayed; (bv) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Buildingnot, without the prior written consent of Purchaser, which may not to be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austinunreasonably withheld, Texas area and in accordance with all applicable laws, codes and regulationstake any action before any governmental authority, the Tenant Leases, object of which would be to change the Approved Leases and all present zoning of or other agreements, restrictions or covenants applicable to, or binding land-use limitations upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. thereof or its potential use; (fvi) Seller will promptly perform all use commercially reasonable efforts to enforce the obligations of its obligations, in all material respects, Lessee under the Tenant Leases; (vii) not perform any alterations of a structural nature at any of the Properties, except if required pursuant to the Approved LeasesLeases or by applicable law; and (viii) not remove any machinery, furniture, fixtures, equipment and all requirements items of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser personal property of any instituted Seller attached or proposed foreclosure proceedingappurtenant to, condemnation action located on or other litigation with respect to used in the ownership, use, operation or maintenance of the corresponding Property or any portion thereofthe improvements thereon, unless same is replaced with similar items of equal or better value. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Each Seller agrees that, between with respect to the Effective Date of this Agreement and the Closing Date:Facility (a) Except for continue to operate and manage the Approved Leases Property in a prudent and businesslike manner and in the same manner in which the Property has previously been operated and managed, without taking any action, or failing to take any action which would cause the Property to be operated, managed and maintained (defined below1) and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined below), and any construction contract required to construct any Build to Suit in violation or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements continued violation of any kind Laws, (2) in a manner the result of which would survive have a Material Adverse Effect on the Property or Buyer’s ability to lease to a tenant to continue the operation thereof after the Closing and in substantially the same manner as now conducted, or (3) which would affect title cause any of the representations and warranties of Sellers contained in this Agreement to be incorrect, incomplete or misleading in any material respect as of the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. Closing; (b) Except for make all necessary repairs and replacements required to keep the Approved Leases Property in good repair and Tenant Lease Amendments working order and in substantially the same condition as permitted under Section 6.06 belowthe date hereof; (c) maintain in full force and effect all insurance policies in place with respect to the Property as of the Effective Date; (d) not, Seller will not without Buyer’s prior written consent: (i) amend the current leases of the Property in any manner, nor enter into any leases new lease, license agreement or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements occupancy agreement with respect to the Property other than license agreements with residents in the ordinary course of business, any Build ; (ii) consent to Suit and any construction an assignment of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction current leases of the Property or any portion a sublease of the premises demised thereunder or a termination or surrender thereof. ; (iii) terminate the current leases of the Property (other than the Leases between the Sellers and the Brookdale parties); iv) other than the improvements to the Elkhart and XxXxxxx Facilities to be made by Sellers as detailed in Schedule 11(v) attached hereto (collectively, the “Pending Improvements”), permit or consent to an alteration of the Real Property unless such consent is non-discretionary); or (v) amend, terminate, assign or enter into a new Material Contract, (e) timely perform all obligations under the current leases of the Property and the Contracts, under all governmental approvals, and under all other agreements relating to the Property; and shall comply with all Laws affecting the Property, and duly and timely file all tax reports required to be filed and promptly pay when due all federal, state and local taxes and assessments, charges, fees, interest and penalties levied on Seller or the Property, (f) with the exception of the Brookdale Excluded Property listed in Schedule 1(l)(v), not remove any personal property from the Property unless such property is replaced with like items that are of equal or better quality and condition and (g) maintain the Inventory consistent with Operator’s past practices and replenish the same consistent with its past practices, and in any event such that at Closing the Inventory will be in sufficient quantity and condition for the normal operation of the business at each Property in compliance with applicable Laws and in a quantity sufficient for the operation of said business for a period of at least approximately seven (7) days. In furtherance of the preceding sentence, Seller cause Operator to coordinate its purchasing of food for the Facilities to determine when the last food orders by Operator will be placed prior to the applicable Closing for a Facility and to determine if the Facility should order additional food on the Operator’s final order to ensure that there is an adequate supply as of the Closing date for continued, consistent operations. Each Seller shall promptly perform all inform Buyer in writing of any event having a Material Adverse Effect with respect to Seller’s ownership, use, occupancy or maintenance of the Property, whether insured or not. The Sellers of the Elkhart Property and the XxXxxxx Property shall complete the Pending Improvements following the Closing relating to each at its sole cost and expense, and this obligation shall survive the Closing and delivery of the deed as to each said Property. In addition to the foregoing, following closing Seller shall perform, and shall cause Operators to perform, the obligations stated on Schedule 16 attached hereto (said obligations, together with all other covenants of Seller stated in all material respectsthis Agreement expressly surviving Closing, under being referred to herein as the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan DocumentsPost-Closing Covenants”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller In connection with each registration hereunder the sellers of Warrant Shares will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary and shall be requested by the Company in order to comply with federal and applicable state securities laws. In connection with each registration pursuant to this Section 12 covering an underwritten public offering, each seller of Warrant Shares agrees to enter into a written agreement with the managing underwriter (unless the Holder is the managing underwriter) in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature. Each seller of Warrant Shares severally agrees that, between upon receipt of any notice from the Effective Date Company of this Agreement and the Closing Date: happening of any event of the kind described in Section 12.2 (ad), such seller will immediately discontinue disposition of Warrant Shares pursuant to the registration statement until such seller's receipt of the copies of the supplemented or amended prospectus contemplated by Section 12.2 (d) Except for hereof, and, if so directed by the Approved Leases (defined below) and construction contracts entered into Company, such seller will deliver to fulfill landlord obligations thereunderthe Company all copies, other than permanent file copies then in such seller's possession, of the most recent prospectus covering such Warrant Shares at the time of receipt of such notice. If the Company shall give such notice, the Site Easements (defined below), Company shall extend the period during which the registration statement shall be maintained effective by the number of days during the period from and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (including the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements date of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval giving of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume notice pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion. 12.2 (d) Seller will operate and repair and maintain to the Property in date when the Company shall make available to such seller a first class condition commensurate prospectus supplemented or amended to conform with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender Section 12.2 (d). Each seller of Warrant Shares agrees that, if requested, such seller will enter into an agreement containing customary indemnification and related construction loan documents (“Construction Loan Documents”)contribution provisions as a condition to registration of such seller's Warrant Shares. (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller agrees that, between the Effective Date of this Agreement and the Closing Datecovenants to Purchaser as follows: (a) Except for Seller shall, during the Approved Leases term of this Agreement, use commercially reasonable efforts to comply in all material respects with all Legal Requirements affecting the Property and all terms, covenants and conditions of any Assumed Contracts or Business Agreements affecting the Property. Prior to the Closing Date, Seller shall maintain (defined belowor replace with policies of like amounts) all existing insurance policies insuring the Property. Seller may extend, amend, modify or terminate any of the Contracts relating to the Property as it deems appropriate to operate, service and construction contracts entered into to fulfill landlord obligations thereunder, maintain the Site Easements (defined below)Property consistent with normal business practices, and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after new Contracts; provided, however, that so long as Purchaser is not in default of any of its obligations under this Agreement beyond the Effective Date provided that expiration of any applicable notice or cure period, then Seller terminates any such Property Agreement that shall not without the written consent of Purchaser does (which consent shall not elect to assume pursuant to Section 6.07 belowbe unreasonably withheld, without cost conditioned or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Constructiondelayed), LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into (i) any leases new Contract or other possessory agreements for the Property amend or modify any amendments or modifications to the Tenant Leases or Approved Leases which existing Contract that would be binding on Purchaser or the Real Property after following the ClosingClosing other than those involving payments of less than Five Thousand and NO/100 Dollars ($5,000.00) per annum or which are terminable with not more than sixty (60) days’ notice without penalty except to the extent such amendment or modification is required under the Legal Requirements, or (ii) any additional Business Agreements or amend or modify any existing Business Agreement affecting the Property that would be binding on Purchaser following Closing except to the extent such amendment or modification is required under the Legal Requirements. Other than in the ordinary course of business at the Property, no part of the Property, or any interest therein, will be sold or otherwise transferred or encumbered without the Purchaser’s prior written approval of Purchaserconsent, which may approval shall not be unreasonably withheld in Purchaser’s sole discretionor delayed. (b) Seller shall promptly notify Purchaser to the extent Seller receives written notice from a third party or otherwise acquires knowledge of any event or occurrence that could be reasonably anticipated to have a material adverse effect on the operation or condition of the Property, including receipt of notice of condemnation or violation of any Legal Requirement or order, including without limitation, any Legal Requirement relating to health, safety, fire, environmental or zoning that could be reasonably anticipated to have a material adverse effect on the operation, leasing, or condition of the Property. (c) Except for Approved LeasesUntil such time as this Agreement terminates, Seller will shall not sellsolicit or initiate any inquiries or proposals from, transfernegotiate with, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify consider the Property merits of any inquiries or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of businessproposals from, any Build person relating to Suit and any construction sale of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretionProperty. (d) As more particularly described in Schedule “9.2(g)”, Seller will operate and repair and maintain has received notice that Seller is in default under the Property in Texas Tech Contract. Seller agrees to use commercially reasonable efforts to obtain, during the Due Diligence Period, a first class condition commensurate with comparable retail shopping centers in release or a conditional release (conditioned on the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (epayment of funds at Closing) Seller will promptly notify Purchaser of any material damage claims in connection with the Texas Tech Contract from the Texas Tech Alumni Association. During the Due Diligence Period, Seller further agrees to or destruction use commercially reasonable efforts to negotiate an indemnification agreement from appropriate parties in favor of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to any claims related to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of sameTexas Tech Contract, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which indemnification agreement would be binding upon Purchaser executed and effective as of Closing if the release or conditional release referenced in the Property after the Closing, the zoning immediately preceding sentence is not obtained at or any other governmental approval and permit applicable prior to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller agrees that, between with respect to each of the Effective Date of this Agreement and the Closing Date: Properties, it: (a) Except for the Approved Leases (defined below) and construction contracts entered into shall continue to fulfill landlord obligations thereunder, the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain manage the Property in a first class condition commensurate with comparable retail shopping centers prudent and businesslike manner and in the Austinsame manner in which Seller has previously operated and managed the Property, Texas area and in accordance doing so, Seller shall not take any action, or fail to take any action which would cause the Property to be operated, managed and maintained (1) in violation or continued violation of any applicable law, (2) in a manner the result of which would have a material adverse effect on the Property or Buyer’s ability to continue the operation thereof after the Closing in substantially the same manner as now conducted, or (3) which would cause any of the representations and warranties of Seller contained in this Agreement to be incorrect, incomplete or misleading in any material respect as of the Closing; (b) shall make all necessary repairs and replacements required to keep the Property in good repair and working order and in substantially the same condition as the date hereof; (c) shall maintain in full force and effect all insurance policies in place with respect to the Property as of the Effective Date; (d) shall not, without Buyer’s prior written consent: (i) amend the Lease in any manner, nor enter into any new lease, license agreement or other occupancy agreement with respect to the Property; (ii) consent to an assignment of the Lease or a sublease of the premises demised thereunder or a termination or surrender thereof; (iii) terminate the Lease nor release any guarantor of or security for any Lease; and/or (iv) cause, permit or consent to an alteration of the Real Property unless such consent is non-discretionary); and (e) shall perform when due all of Seller’s obligations under the Leases and the Contracts, under all governmental approvals, and under all other agreements relating to the Property; and Seller shall comply with all applicable laws, codes ordinances, rules and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon regulations affecting the Property. (e) , and duly and timely file all tax reports required to be filed by Seller will and promptly notify Purchaser pay when due all federal, state and local taxes and assessments, charges, fees, interest and penalties levied on Seller or the Property. Seller shall promptly inform Buyer in writing of any material damage to event adversely affecting the ownership, use, occupancy or destruction maintenance of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld whether insured or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closingnot.

Seller Covenants. Seller agrees that, between the Effective Date of this Agreement and the Closing Dateas follows: (a) Except for From and after the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, Opening of Escrow until the Site Easements (defined below), and any construction contract required to construct any Build to Suit Close of Escrow or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”)earlier termination of this Agreement, Seller will not enter into provide or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title cause to be provided substantially such services with respect to the PropertyProperty that have been provided by or on behalf of Seller in the past in accordance with Seller’s customary practice. For the avoidance of doubt, without the prior written approval of PurchaserBuyer acknowledges and agrees that Seller shall not be obligated to make any replacements, which may be withheld in Purchaser’s sole discretion. Subject alterations or improvements to the terms and provisions Property or otherwise make any capital expenditures on account of Section 6.07 below, Seller may enter into the Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect prior to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction Close of Building J.Escrow. (b) Except for Seller shall not knowingly encumber the Approved Leases Project from and Tenant Lease Amendments after the Opening of Escrow until the Close of Escrow or earlier termination of this Agreement, except as otherwise permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements this Agreement and except for liens which are dischargeable upon the Property or any amendments or modifications to payment thereof out of Seller’s proceeds from the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretionEscrow. (c) Except for Approved LeasesFrom and after the Opening of Escrow until the Close of Escrow or earlier termination of this Agreement and except as otherwise provided in this Section 15(c) and in Section 19(b) below, Seller will shall not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change amend any existing Lease or modify enter into a new Lease covering any portion of the Property (each a “Lease Transaction”) nor shall Seller enter into a service contract for the Property (each a “Service Contract”) which is not otherwise terminable at or any portion thereof, except for tenant finish out and other improvements prior to the Property Close of Escrow, in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, each case without obtaining the prior written consent of PurchaserBuyer, which consent shall not be unreasonably withheld and which consent shall be deemed given if notice of disapproval is not received by Seller within five (5) business days of delivering a request for consent to Buyer. Notwithstanding the immediately preceding sentence, Seller may extend the term of any existing Lease which expires within six (6) months after Opening of Escrow for up to twelve (12) months after such expiration date without obtaining the prior written consent of Buyer so long as Seller promptly notifies Buyer of such Lease Transaction and provides Buyer with a copy of the executed amendment; provided, however, that any change in the base rent during such extension period must be withheld based upon Seller’s reasonable determination of fair market rent. In addition, Seller may amend the Jazz Leases to obtain a reduction in Purchaserthe portion of electricity costs allocable to the landlord thereunder subject to obtaining Buyer’s sole discretionprior written consent to such amendment, which consent shall not be unreasonably withheld. Seller shall be responsible for any broker commissions, tenant improvement costs and other expenses incurred in connection with a Lease Transaction (collectively, “Leasing Costs”) which are associated with any Lease Transaction entered into prior to the Opening of Escrow. Buyer shall be responsible for a prorata share of any Leasing Costs which are associated with any Lease Transaction entered into after the Opening of Escrow which has been approved by Buyer, based upon the percentage of the term of such Lease Transaction occurring on and after the Close of Escrow (with Seller responsible for the balance). (d) At or prior to Close of Escrow, Seller will operate shall terminate all existing Service Contracts entered into by Seller at Seller’s sole cost except (excluding utilities and repair and maintain waste disposal accounts in Seller’s name, which Buyer shall place in its own name at the Close of Escrow). If any Service Contract covers both the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon areas located outside the Property, Seller shall have the right to amend such Service Contract prior to the Close of Escrow (without the necessity of obtaining Buyer’s consent) so that such Service Contract no longer covers the Property at Close of Escrow. Buyer acknowledges that Seller currently reimburses Jazz for the cost of a service contract for maintenance of the central plant equipment at the Jazz premises and that such obligation shall pass to Buyer at the Close of Escrow as successor in interest to Seller under the Jazz Leases. (e) Seller will promptly notify Purchaser shall continue to use its commercially reasonable efforts to obtain and deliver to Buyer, prior to the Close of Escrow, any material damage Tenant Estoppel Certificates which Seller has been unable to or destruction obtain during the Exclusivity Period (Buyer hereby acknowledging that Seller’s failure to obtain executed Tenant Estoppel Certificates from all of the Property tenants under Leases (or from any portion individual tenant under a Lease) shall not be a condition to Buyer’s obligation to close Escrow or otherwise subject Seller to liability to Buyer on account thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller agrees that, between the Effective Date of this Agreement and the Closing Dateas follows: (a) Except for From the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, Opening of Escrow until the Site Easements (defined below), and any construction contract required to construct any Build to Suit Close of Escrow or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”)earlier termination of this Agreement, Seller will not enter into provide or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title cause to be provided substantially such services with respect to the Property, without the prior written approval Project that have been provided by or on behalf of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into past in accordance with Fromberg Construction, LLC for the construction of Building J.Seller's customary practice. (b) Except for From the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 belowOpening of Escrow until the Close of Escrow or earlier termination of this Agreement, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications maintain casualty and liability insurance with respect to the Tenant Leases or Approved Leases Project (which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which insurance may be withheld effected under a blanket policy or policies of insurance) in Purchaser’s sole discretionaccordance with Seller's past and current practice. (c) Except for Approved LeasesFrom the Opening of Escrow until the expiration of the Contingency Period (or earlier termination of this Agreement), Seller will shall have the right, but not sellthe obligation, transfer, convey, demolish, destroy, dispose of, relinquish, to amend, alterrenew or expand the existing Leases or enter into any new leases with respect to any Project, change or modify all without the Property or necessity of obtaining Buyer's consent (each a "Lease Transaction"); provided that Seller shall promptly provide Buyer with written notice of any portion thereof, except for tenant finish out and other improvements such transaction. Any Lease Transaction which Seller desires to enter into after the Property in the ordinary course of business, any Build to Suit and any construction expiration of the Pad Site N Multi-Tenant Building, without Contingency Period and until the Close of Escrow (or earlier termination of this Agreement) shall require the prior written consent of PurchaserBuyer, which may consent shall not be unreasonably withheld in Purchaser’s sole discretionand shall be deemed given if notice of disapproval is not received by Seller within three (3) business days of delivering a request for consent to Buyer along with the relevant documentation with respect to such Lease Transaction. Seller shall be responsible for all leasing commissions and tenant improvement allowances and costs associated with any Lease Transaction entered into prior to the Close of Escrow. (d) Following the full execution and delivery of this Agreement, Seller shall not solicit nor accept any additional offers, binding or otherwise, for a possible sale of the Project. Following the end of the Contingency Period, unless Buyer has previously elected to terminate this Agreement, Seller will operate remove and repair withhold the Project from the market and maintain the Property in a first class condition commensurate cease all discussions with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all any prospective purchasers other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of than Buyer. Seller’s construction lender and related construction loan documents (“Construction Loan Documents”)obligations under this Section 15(d) shall not survive the cancellation or termination of this Agreement. (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller In addition to Seller's other agreements and undertakings under the Seller's Documents, Seller, at Seller's sole cost and expense, hereby covenants and agrees that, between with the Effective Date of this Agreement Purchaser that from and after the Closing Date, Seller: (a) Except for shall by midnight, April 29, 2004 (the Approved Leases "Turnover Date") cease operation of the assisted living facility located on a portion of the Project (defined belowthe "ALF") and construction contracts entered into to fulfill landlord obligations thereunderany and all other operations, facilities and business on the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J.Project. (b) Except for shall vacate the Approved Leases ALF and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will deliver complete and absolute possession to Purchaser by the Turnover Date of the ALF and any portion of the Project not enter into any leases or other possessory agreements for previously delivered to Purchaser on the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretionClosing Date. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify shall by the Property or any portion thereof, except for tenant finish out Turnover Date cause the Tenant Lease to be terminated and other improvements to the Property in the ordinary course of business, any Build to Suit deliver complete and any construction absolute possession of the Pad Site N Multi-Tenant Building, without the prior written consent of Leasehold Premises to Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain shall deliver possession of the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulationsALF, the Tenant LeasesLeasehold Premises, and any portion of the Project not previously delivered to Purchaser on the Closing Date, free and clear of (i) any clams of any Resident, Tenant, or other persons whatsoever; (ii) any mechanics' liens or claims for outstanding for labor or materials incident to the construction, repairing, renovating or improving of the ALF, the Approved Leases Project, the Tenant Leasehold Premises or any portions thereof by Seller or Seller's agents; and all other agreements, restrictions (iii) any cautionary notices of any kind that may have been served with respect to labor performed or covenants applicable to, or binding materials furnished upon the PropertyProject. (e) Seller will promptly notify Purchaser of any material damage to or destruction shall maintain the Tenant Leasehold Premises and all other portions of the Property or any portion thereofProject not previously delivered to Purchaser on the Closing Date in the same condition as of the date hereof, subject to normal wear and tear. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller agrees thatthat with respect to Seller’s Property, between Seller: (a) shall continue to operate the Property in the same manner in which Seller has previously operated and maintained such Property; (b) shall, subject to Section 8 hereof and subject to reasonable wear and tear, maintain the Property in substantially the same condition as exists on the Effective Date and shall comply with all obligations of this Agreement Seller as “lessor” or “landlord” under the Leases as and when required under the Closing Date: Leases; (ac) Except for shall not, (i) up to five (5) business days prior to the Approved Leases expiration of the Due Diligence Period, enter into leases (defined belowor amendments modifications, cancellations or terminations of the Leases) affecting the Property without sending to Buyer notice thereof and construction contracts copies of such leases or amendments entered into to fulfill landlord obligations thereunder, the Site Easements (defined below)into, and any construction contract required (ii) from five (5) business days prior to construct any Build the expiration of the Due Diligence Period until Closing, enter into new leases (or amendments, modifications, cancellations or terminations of the Leases) (except pursuant to Suit the exercise by a tenant of a renewal, extension or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller expansion option or other right contained in such Lease – in which case this leasing restriction will not enter into or grant any liens, easements, restrictive covenants or other agreements apply) existing as of any kind which would survive the Closing and which would affect title to the Property, Effective Date without the prior written approval consent of PurchaserBuyer, which may consent shall be withheld in PurchaserBuyer’s sole discretion. Subject to ; (d) shall promptly inform Buyer in writing of any material event adversely affecting the terms and provisions ownership, use, occupancy or maintenance of Section 6.07 belowany Property; (e) Seller shall not encumber any Property with any mortgages, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction deeds of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases trust or other possessory agreements for the Property encumbrances except as expressly permitted above without Buyer’s consent (which shall not be unreasonably withheld, conditioned or any amendments or modifications delayed as to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closingeasements, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out licenses and other improvements to the Property similar documents required in the ordinary course of business, any Build to Suit ; and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) shall keep continuously in full force and effect from the Effective Date through the day upon which the Closing occurs all insurance policies carried by Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereofProperty. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. (a) Seller agrees thatcovenants as follows: (i) from the date hereof through the expiration or termination of this Agreement, between the Effective Date of Seller shall comply with this Agreement and the Closing Date:Applicable Laws; (aii) Except for from the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunderInitial Energy Delivery Date through the expiration or termination of this Agreement, the Site Easements (defined below)Project shall be operated and maintained in accordance with this Agreement, Applicable Laws, and any construction contract required to construct any Build to Suit Prudent Operating Practices; (iii) throughout the Term that it, or any Pad Site N Multiits permitted successors or assigns, shall maintain ownership of a fee, easement, long-Tenant Building term leasehold interest, or other similar asset ownership interest in the Project; and (the “Pad Site N Multi-Tenant Building Construction Contract”)iv) except as expressly provided for in this Agreement, Seller will not enter into grant, create, confer, assign, transfer or grant convey any liensright, easements, restrictive covenants title or other agreements interest in or to the Project in favor of any kind third party which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does is not elect to assume pursuant to Section 6.07 below, terminable without cost or liability expense to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in Buyer upon exercise by Buyer of the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J.Buyer's Purchase Option. (b) Except for the Approved Leases Seller represents and Tenant Lease Amendments as permitted under Section 6.06 below, Seller covenants that it has not sold and will not enter into in the future sell or attempt to sell, convey, transfer or encumber any leases of Buyer’s Renewable Attributes or other possessory agreements for the Property Buyer’s Facility Attributes or any amendments right, title or modifications interest in or to Buyer’s Renewable Attributes or Buyer’s Facility Attributes to any Person other than Buyer. Seller shall not report to any Person that any of Buyer’s Renewable Attributes or Buyer’s Facility Attributes are owned by or belong to any Person other than Buyer. Buyer may, at its own risk and expense, report to any Person that Buyer’s Renewable Attributes and Buyer’s Facility Attributes are owned by and belong to it. At Buyer’s request, the Parties shall execute and deliver such documents and instruments as may be reasonably required to effect recognition and transfer of Buyer’s Renewable Attributes and Buyer’s Facility Attributes to Buyer. Except with regard to the Tenant Leases execution and delivery of bills of sales and attestations similar to Exhibit M, Buyer shall bear the costs, fees and expenses associated with preparing and executing any such documents and instruments. Seller shall reasonably cooperate in any registration by Buyer of the Project (at Buyer’s cost) in the renewable portfolio standard or Approved Leases equivalent program in any state and program in which would be binding on Purchaser Buyer may wish to register or maintained registered the Property after the Closing, without the prior written approval Project by providing copies of Purchaser, which may be withheld in Purchaser’s sole discretion.all such information as Buyer reasonably requires for such registration (c) Except for Approved LeasesSeller represents that, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction as of the Pad Site N Multi-Tenant Building, without Commercial Operation Date and continuing through through the prior written consent end of Purchaser, which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulationsTerm of this Agreement, the Tenant Leases, Project shall satisfy the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, criteria for qualifying small power production facilities under the Tenant Leases, the Approved Leases, Public Utility Regulatory Policies Act of 1978 and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”)18 C.F.R. § 292.204. (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller agrees that, between the Effective Date of this Agreement and the Closing Datehereby covenants as follows: (a) Except for It is duly formed, validly existing and in good standing under the Approved Leases (defined below) laws of [country of Seller] and construction contracts entered into is qualified to fulfill landlord obligations thereunder, the Site Easements (defined below), do business in [country where Facility is located] and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into has complied with Fromberg Construction, LLC for the construction of Building J.all applicable laws; (b) Except for Unless otherwise stated in this REPA, the Approved Leases Seller shall design, finance, construct, own, operate and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for maintain the Property Facility or any amendments part thereof in accordance with this REPA and its applicable Exhibits and Schedules, and all laws, rules, regulations and ordinances that are enforceable or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion.upon Seller; (c) Except Seller shall successfully complete the test operations required by Exhibit D (Testing and Commissioning) for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change the Facility on or modify before the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion.Completion Date; (d) In addition to the Operational Procedures pursuant to Paragraph 6.3(b), Seller will shall operate and repair and maintain the Property Facility in such a first class condition commensurate with comparable retail shopping centers in the Austinmanner so as not to have an adverse effect on Purchaser voltage level and/or voltage waveform, Texas area power factor and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions frequency or covenants applicable to, or binding upon the Property.produce adverse levels of voltage flicker and/or voltage harmonics; (e) In addition to the Operational Procedures pursuant to Paragraph 6.3(b), Seller will promptly notify Purchaser of any material damage shall at all times cause the Facility to or destruction of the Property or any portion thereof.be operated and maintained consistent with Good Utility Industry Practice(s); (f) Seller will promptly perform shall in accordance with the Technical Specifications specified in the Interconnection Agreement install protective relays within the Facility having ratings and characteristics approved by Purchaser. Such approval shall not constitute a Purchaser any warranty or representation and shall not operate to increase the liability of Purchaser with respect to third parties. Seller shall maintain the settings of all such relays at levels reasonably acceptable to Purchaser and to Interconnection Provider. Seller shall not change the settings of its obligationssuch relays without prior written consent of Purchaser and Interconnection Provider, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”)which consent shall not be unreasonably withheld or delayed. (g) Seller will promptly upon obtaining notice of same, shall notify Purchaser in writing of all apparatus that is from time to time included in Seller's Facility installations and that is likely to cause undue disturbance of Purchaser's system. Such apparatus shall be utilized only with the approval of, and as specified by, Purchaser, in writing. Such approval shall not constitute a Purchaser any instituted warranty or proposed foreclosure proceeding, condemnation action or other litigation representation and shall not operate to increase the liability of Purchaser with respect to the Property or any portion thereofthird parties. (h) Where approval is granted pursuant to Section 9.2(g) above, Seller will promptly shall use all reasonable efforts to prevent any apparatus being utilized in such a manner as to cause any undue disturbance of Purchaser' system. If Purchaser finds that any such apparatus is being utilized in a manner that causes such disturbance, Seller shall, upon obtaining receiving notice of samesuch finding from Purchaser, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable immediately cease to so utilize such apparatus until steps have been taken to the Propertyreasonable satisfaction of Purchaser to eliminate such disturbance; alternatively, without Seller shall replace such apparatus by other apparatus approved by Purchaser. In cases of emergency, oral notice will suffice for the prior written consent purposes of Purchaserthis Section, which consent will not provided that such oral notice shall be unreasonably conditioned, withheld or delayed; and confirmed in writing within two (j2) Seller will not make any commitments Working Days of being given to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the ClosingSeller.

Seller Covenants. (a) At the time of Closing, Seller agrees thatshall cause to be paid in full all obligations under any outstanding written or oral contracts made by Seller for any improvements to the Property, and Seller shall cause to be discharged all mechanics’ and materialmen’s liens arising from any labor or materials furnished to the Property prior to the time of Closing (other than obligations that are properly the obligation of the Tenants under the Leases or any third party). (b) Between the Effective Date and the Closing, Seller shall perform all of the landlord’s obligations under the Leases in the same manner as historically performed and shall and otherwise operate and maintain the Property in the same manner as before the making of this Agreement, as if Seller were retaining the Property. Between the Effective Date and the Closing, Seller shall promptly notify Purchaser of any condemnation, environmental, zoning or other land-use regulation proceedings of which Seller obtains knowledge, between the Effective Date of this Agreement and the Closing Date: (a) Except for Closing, as well as any notices of violations of any Laws relating to the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined below)Property of which Seller obtains knowledge, and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”)litigation of which Seller obtains knowledge, Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after between the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without that arises out of the prior written approval ownership of Purchaser, which may be withheld in Purchaser’s sole discretionthe Property. (c) Except for Approved LeasesThrough the Closing Date, Seller will not sellshall maintain or cause to be maintained, transferat Seller’s sole cost and expense, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements all policies of insurance currently in effect with respect to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion(or comparable replacements thereof). (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers shall deliver to Purchaser copies of all Operating Statements (as defined on Exhibit G below) prepared in the Austinordinary course of business within fifteen (15) days after Seller’s preparation thereof relating to periods prior to Closing, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) even if prepared after Closing. Seller will promptly notify shall also deliver to Purchaser copies of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, bills for real estate taxes and all requirements of Seller’s construction lender personal property taxes and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser copies of any instituted notices pertaining to real estate taxes or proposed foreclosure proceeding, condemnation action or other litigation with respect assessments applicable to the Property or any portion thereof. (h) that are received by Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Effective Date, even if received after Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j. The obligations set forth in this Paragraph 13(d) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after shall survive the Closing.

Seller Covenants. Seller agrees thatEach of the Sellers undertakes to and covenants with the Buyer that he will (so far as he is lawfully able and to the extent it is within his power and control) during the Earn-Out Period: not do anything to prejudice the Buyer’s ability to comply with its covenants set out in paragraph 5 above; procure that the Company will comply with the Buyer’s requirements for participation in the Buyer’s Group banking arrangements and treasury procedures; procure that the Company will comply with the Buyer’s requirements for participation in the finance arrangements of the Buyer, between including without limitation, financial reporting requirements and budgeting compliance; procure that the Effective Date Company will not to do anything which results in costs or expenses which should properly have arisen or been included in a Financial Year being deferred or excluded from that year or any income due to the Company which should properly have arisen or been included in a later Financial Year being recognised in an earlier Financial Year; (for so long as the business is under the day to day management of this Agreement the Sellers) procure that the Company will continue to be run on sound long term commercial principles and in the best interests of the Company and the Closing Date: (a) Except for Buyer’s Group; not waive any salary, bonus or other emoluments due to him as an employee of the Approved Leases (defined below) Company; consult with the Buyer in respect of all matters concerning strategic development and construction contracts entered into to fulfill landlord obligations thereunder, procure that the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller Company will not make any acquisition of any business or company or other undertaking or enter into any joint venture or grant partnership with any liens, easements, restrictive covenants or other agreements of any kind which would survive third party; procure that the Closing and which would affect title to the PropertyCompany will not, without the prior written approval consent of Purchaserthe Buyer (such consent not to be unreasonably withheld or delayed), which may be withheld in Purchaser’s sole discretion. Subject any Financial Year incur capital expenditure above £20,000; procure that the Company will not employ or engage any employee or consultant whose aggregate gross remuneration (including benefits) is in excess of £75,000; Each of the Sellers undertakes to and covenants with the Buyer that, during the Earn-Out Period, he will procure (so far as is lawfully able and to the terms extent it is within his power and provisions control) that notice of Section 6.07 below, Seller may enter into Property Agreements after termination by the Effective Date provided that Seller terminates Company shall not be given in respect of any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into service arrangements with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction senior employee of the Pad Site N Multi-Tenant Building, Company without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretionthe Buyer. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller agrees that, between hereby undertakes to Purchaser that from the Effective Date date of this Agreement and until the Closing Datedate the last Aircraft is delivered under this Agreement: (a) Except it will, in respect of each Aircraft: (i) perform all of its obligations with respect to that Aircraft to be performed by it under or pursuant to the Airbus Purchase Agreement on or before the Delivery Date; (ii) perform all of its obligations with respect to the Engines of that Aircraft to be performed by it under or pursuant to the CFM General Terms Agreement on or before the Delivery Date; (iii) subject to the agreement of Airframe Manufacturer, procure permission for representatives of Purchaser (or the Approved Leases (defined belowrelevant Purchaser Nominee) and construction contracts entered into the relevant Operator to fulfill landlord be present at the Delivery Location during the Pre-delivery Inspections. Such participation of Purchaser (or the relevant Purchaser Nominee) is subject to any requirements of and/or restrictions imposed by Airframe Manufacturer and the Participation Letter; (iv) use reasonable commercial efforts to ensure that Seller and Airframe Manufacturer follow the Pre-delivery Procedure provided that the Pre-delivery Procedure does not result in any delay to the Delivery which would result in Seller incurring any additional amounts from Airframe Manufacturer; and (v) inform Purchaser promptly upon Seller becoming aware of a Total Loss or the occurrence of any Material Damage; (b) with respect to each Aircraft it shall use reasonable commercial efforts to procure that the Scheduled Delivery Date is a date that falls within the Purchaser Delivery Month; (c) duly perform all of its obligations thereunderunder the Airbus Purchase Agreement, each Purchase Agreement Assignment and the Site Easements CFM General Terms Agreement, and take all actions necessary to keep the Airbus Purchase Agreement (defined belowincluding the applicable Specification), each Purchase Agreement Assignment and the CFM General Terms Agreement in full force and effect; (d) promptly upon acquiring actual knowledge of the same, notify the Purchaser of any construction contract required to construct any Build to Suit material default (whether by the Seller, or any Pad Site N Multi-Tenant Building either Manufacturer) under or cancellation, termination or rescission or purported cancellation, termination or rescission of the Airbus Purchase Agreement (including the “Pad Site N Multi-Tenant Building Construction Contract”applicable Specification), Seller will each Purchase Agreement Assignment and the CFM General Terms Agreement, which would have an adverse effect on the Aircraft or on Purchaser’s or Seller’s ability to perform its obligations under this Agreement specifying in reasonable detail the nature of such default, cancellation, rescission or termination provided there is no breach of any confidentiality restrictions when disclosing such information; (e) not, without the Purchaser’s prior written consent, in any way modify, cancel, supplement, terminate or amend or consent to the modification, cancellation, termination or amendment of the Airbus Purchase Agreement (including the applicable Specification in respect of an Option Aircraft), each Purchase Agreement Assignment and the CFM General Terms Agreement in respect of the Aircraft which would have an adverse effect on the Aircraft or on Purchaser’s or Seller’s ability to perform its obligations under this Agreement; (f) not enter into or grant consent to any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title change order in relation to the PropertyAircraft, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, Purchaser which may be withheld in Purchaser’s sole discretion. (d) Seller will operate and repair and maintain would have a materially adverse effect on the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all Aircraft other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of than any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”).compulsory change orders from Airframe Manufacturer; (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof.extent that the applicable Aircraft is a Purchaser Specification Aircraft, it shall use reasonable commercial efforts to cause Airframe Manufacturer to deliver the Option Aircraft in the Purchaser BFE List and the Purchaser SCN List in respect of such Option Aircraft; (h) to the extent that the applicable Aircraft is a Seller will promptly upon obtaining notice Standard Specification Aircraft, it shall cause Airframe Manufacturer to deliver the Option Aircraft in the Seller BFE List and the Seller SCN List in respect of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner.such Option Aircraft; (i) promptly following receipt from Airframe Manufacturer, provide Purchaser with copies of any and all updates from Airframe Manufacturer regarding the Scheduled Delivery Dates for each Aircraft. Without limiting the foregoing, Seller will not alter or amend shall confirm to Purchaser (i) the scheduled month for Delivery of an Aircraft as soon as the same is confirmed by Airframe Manufacturer (the “Scheduled Delivery Month”), and in any way which would be binding upon Purchaser event no later than ninety (90) days prior to the relevant Scheduled Delivery Date provided Airframe Manufacturer has made such information available to Seller or otherwise within thirty (30) days prior to the Property after Scheduled Delivery Date, and (ii) the ClosingScheduled Delivery Date for an Aircraft as soon as it is notified to Seller by Airframe Manufacturer, but in no event later than thirty (30) days prior to the zoning relevant Delivery Date. In the event that Seller is subsequently advised of a change to any scheduled delivery month or any other governmental approval date described above, Seller shall promptly inform Purchaser of such change; and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) disclose to Purchaser the Airframe Manufacturer Warranties and the Engine Manufacturer Warranties related to an Aircraft and/or the related Engines. In addition, Seller will not make shall use reasonable commercial efforts to require Airframe Manufacturer and/or Engine Manufacturer to enter into an agreement with Seller and Purchaser (or Purchaser Nominee) wherein Airframe Manufacturer and Engine Manufacturer shall agree to provide to Purchaser or Purchaser Nominee (at no cost to Seller) or the relevant Operator: (i) the benefit of the Airframe Manufacturer Warranties and the Engine Manufacturer Warranties related to an Aircraft and the relevant Engines, (ii) the benefit of any commitments airframe and/or engine enhancements or improvements introduced by Airframe Manufacturer and/or Engine Manufacturer subsequent to the Delivery of such Aircraft and (iv) the benefit of the relevant Manufacturer Commitment Letter, provided that the obligations of Seller in respect of the foregoing subclauses (ii) and (iii) shall in each case be subject to any governmental authorityconfidentiality agreements that exist between Airframe Manufacturer (and, utility companyif applicable, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the ClosingEngine Manufacturer) and Seller (evidenced in writing to Purchaser).

Seller Covenants. Seller agrees that, between Commencing at the Effective Date of this Agreement and until the Closing Date: (a) Except , SELLER shall not voluntarily approve for recordation against the PROPERTY any liens, encumbrances, or easements other than the Approved Leases Exceptions, nor shall SELLER enter into or modify any agreement regarding the sale, rental, management, repair, improvement, including the Lease (as defined below) and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (other matter affecting the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided PROPERTY that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser COUNTY or the Property PROPERTY after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, Closing without the prior written consent of PurchaserCOUNTY, which may shall not be withheld in Purchaser’s sole discretion. (d) Seller will unreasonably withheld, conditioned or delayed. Commencing at the Effective Date and until the Closing Date, SELLER shall operate and repair and maintain manage the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and PROPERTY substantially in accordance with all applicable lawsSELLER’s prevailing custom and practice, codes subject to casualty and regulations, condemnation and shall not affirmatively cause or approve any act of waste on the Tenant Leases, PROPERTY. SELLER shall deliver the Approved Leases PROPERTY broom clean and all other agreements, restrictions or covenants applicable to, or binding upon vacant with no tenants on the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform Closing Date and remove all of its obligationsSELLER’s personal property, including furniture, fixtures and equipment from the PROPERTY on or before the Closing Date. SELLER shall have the right to extend the Closing Date (as defined below) for a period of up to ninety (90) days in all material respectsorder to remove the current tenant in possession should said tenant not vacate the PROPERTY voluntarily in accordance with the Lease. If SELLER is unable to deliver the PROPERTY to COUNTY by the end of said 90-day period, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. COUNTY may either (i) Seller terminate this Agreement and recover back the Deposit or (ii) waive SELLER’s obligation to deliver the PROPERTY vacant and proceed to Closing subject to the tenant’s occupancy; provided, however, if COUNTY elects the option set forth in subparagraph (ii), SELLER shall pay all reasonable attorneys’ fees and court costs incurred by COUNTY in an unlawful detainer proceeding to recover possession (it being further acknowledged and agreed that SELLER will not alter or amend in assign to COUNTY any way which would unlawful detainer proceeding that may be binding upon Purchaser or the Property after the pending as of such date). Until Closing, SELLER shall keep the zoning or Lease and any mortgage(s) against the PROPERTY current and not in default (as a result of any conduct on the part of SELLER) and pay taxes and other governmental approval and permit applicable public charges against the PROPERTY so as to the Property, without the prior written consent avoid forfeiture of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the ClosingCOUNTY’s rights under this Agreement.

Seller Covenants. (a) At the time of Closing, Seller agrees thatshall cause to be paid in full all obligations under any outstanding written or oral contracts made by Seller for any improvements to the Property or 100 Acre Parcel, and Seller shall cause to be discharged all mechanics', materialmen's and brokers' liens arising from any labor or materials furnished to the Property or the 100 Acre Parcel or broker's services prior to the time of Closing (other than any mechanics', materialmen's and broker liens for which Purchaser is responsible under the terms of this Agreement). (b) Between the Effective Date and the Closing, Seller shall promptly notify Purchaser of any condemnation, environmental, zoning or other land-use regulation proceedings of which Seller obtains knowledge, between the Effective Date of this Agreement and the Closing Date: (a) Except for Closing, as well as any notices of violations of any Laws relating to the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, Property or the Site Easements (defined below)100 Acre Parcel of which Seller obtains knowledge, and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”)litigation of which Seller obtains knowledge, Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after between the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without that arises out of the prior written approval ownership of Purchaser, which may be withheld in Purchaser’s sole discretionthe or the Option Land. (c) Except for Approved LeasesThrough the Closing Date, Seller will not sellshall maintain or cause to be maintained, transferat Seller's sole cost and expense, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements all policies of insurance currently in effect with respect to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion(or comparable replacements thereof). (d) Seller will operate shall deliver to Purchaser copies of all copies of any bills for real estate taxes and repair personal property taxes and maintain copies of any notices pertaining to real estate taxes or assessments applicable to the Property in a first class condition commensurate with comparable retail shopping centers in the Austinor, Texas area and in accordance with all applicable laws, codes and regulationsif applicable, the Tenant Leases100 Acre Parcel that are received by Seller after the Effective Date, even if received after Closing. The obligations set forth in this Section 13(d) shall survive the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the PropertyClosing. (e) Seller will promptly notify Purchaser of No off-site mitigation, improvement requirements and/or assessments (including but not limited to any material damage to fees in connection with Purchaser's Project such as impact, tap or destruction of development fees) (collectively, "Assessments") have been imposed on the Property or the 100 Acre Parcel, except for those listed in the Preliminary Report and those listed in Section 6(e) above, nor shall any portion thereofsuch Assessments be imposed on the Property or, if applicable, the 100 Acre Parcel, for a period of ten (10) years after the Closing Date, except as specifically provided for herein. In addition, Seller shall be, at all times, solely responsible for paying any such Assessments requirements imposed on the Property and the Option Land, including but not limited to any Assessments in connection with Purchaser's Proposed Project such as impact, tap or development fees, and shall keep the Property and the Option Land free and clear of any and all liens and encumbrances in connection therewith. In connection with this Paragraph 13(e), Seller agrees to indemnify Purchaser and hold harmless and defend Purchaser from and against any and all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) resulting from any such Assessments. The obligations set forth in this Section 13(e) shall survive the Closing. (f) Seller will promptly perform all of hereby agrees to indemnify and hold harmless Purchaser, its obligationsdirectors, in all material respectsofficers, under the Tenant Leases, the Approved Leasesemployees, and agents, and any successors to Purchaser's interest in the chain of title to the Property and the Option Land, their directors, officers, employees, and agents, from and against any and all requirements liability including, without limitation, all foreseeable and all unforeseeable consequential damages, directly or indirectly arising out of Seller’s construction lender (i) the use, generation, storage, or disposal of Hazardous Materials by Seller or any prior owner or operator of the Property and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of samethe Option Land, notify Purchaser including without limitation the cost of any instituted required or proposed foreclosure proceedingnecessary repair, condemnation action cleanup, or detoxification and the preparation of any closure or other litigation with respect required plans, and (ii) the environmental conditions described in EXHIBIT J attached hereto, whether any such action is required or necessary prior to or following transfer of title to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of samethe Option Land, notify Purchaser of any legalto the full extent that such action is attributable, politicaldirectly or indirectly, governmentalto the presence or use, generation, storage, release, threatened release, or administrative proceeding or moratorium instituted or proposed which specifically affects disposal of Hazardous Materials by any person on the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable Option Land prior to the Property, without the prior written consent transfer of title thereto by Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j. Seller's obligations set forth in this Section 13(f) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after shall survive the Closing.

Seller Covenants. Seller agrees that, between shall perform the Effective Date of this Agreement and the Closing Datefollowing covenants: (a) Except for Pay in a timely manner all Taxes resulting from or payable in connection with the Approved Leases (defined below) and construction contracts entered into sale of the Assets pursuant to fulfill landlord obligations thereunder, the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property this Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J.are imposed on Seller. (b) Except Pay, or make adequate provision for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 belowpayment, Seller will not enter into any leases or other possessory agreements for in full all of the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretionRetained Liabilities. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out Promptly prepare and other improvements file all reports and returns required by Legal Requirements relating to the Property in business of Seller as conducted using the ordinary course of businessAssets, any Build to Suit and any construction of including the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretionClosing Date. (d) Seller will operate Cooperate with Buyer and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers its counsel in the Austincontest or defense of, Texas area and make available its personnel and provide any testimony and access to its books and records in accordance with all applicable lawsconnection with, codes and regulationsany Proceeding involving or relating to (i) any Contemplated Transaction or (ii) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Tenant Leases, the Approved Leases and all other agreements, restrictions Closing Date involving Seller or covenants applicable to, or binding upon the Propertyits business. (e) Seller will promptly notify Purchaser As of any material damage to or destruction immediately following the Closing, file the respective Termination Statements with the Secretary of State of the Property or State of West Virginia and/or any portion thereofother applicable Governmental Body and promptly provide evidence of such filings to Buyer. (f) Seller will promptly perform all Use its best efforts to assist and cooperate with Buyer with respect to the physical transfer and shipment to and re-installation of its obligations, in all material respects, under the Tenant Leases, the Approved LeasesTangible Personal Property and other relevant Assets in, and all requirements necessary actions for the transition of Sellerthe Business from the Seller to the Buyer and the set-up and re-establishment of operations relating to the Assets and/or the Business in, Buyer’s construction lender and related construction loan documents (“Construction Loan Documents”)facility in Stony Brook, New York, in each case, as reasonably requested by Buyer from time to time following the Closing. (g) Seller will promptly upon obtaining notice shall file any return or returns required to be filed by Seller under Chapter 11 of samethe West Virginia Code, notify Purchaser of any instituted or proposed foreclosure proceedingas amended, condemnation action or other litigation with respect to Legal Requirements of the Property State of West Virginia or any portion thereofpolitical subdivision thereof and (ii) pay all Taxes, additions to Tax, penalties and interest required to be paid by Seller pursuant to any such Legal Requirements, and deliver to Buyer a clearance certificate of the Tax Commissioner or State Tax Department of the State of West Virginia evidencing payment in full of all such required amounts as soon as such certificate shall be provided to Seller by the Tax Commissioner or State Tax Department of the State of West Virginia. (h) On or before the Closing Date, Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. shall (i) file with the Secretary of State of the State of West Virginia an amendment to the articles of incorporation of Seller will changing the legal name of Seller to a name that does not alter include the words “Vandalia” or amend “Vandalia Research,” any variation thereof or any word that is similar in sound or appearance to such words or otherwise confusingly similar thereto, (ii) file all corresponding documents, filings or certificates necessary to effect the same name change with the applicable Governmental Body in any way other jurisdiction in which would be binding upon Purchaser Seller has qualified to do business as a foreign entity or otherwise registered (except where such changed name is unavailable for use by Seller in any other jurisdiction, in which case Seller shall use any other name acceptable in such jurisdiction comporting with the Property requirements of Section 5.4(g)(i)) (the filings required by Section 5.4(g)(i) and (ii), collectively, the “Amendments”) and (iii) procure that its board of directors and/or shareholders of Sellers, as applicable, adopt an amendment to the bylaws of Seller reflecting the name change required under Section 5.4(g)(i). From and after the ClosingClosing Date, Seller (x) shall immediately discontinue any use of the zoning name “Vandalia Research,” “Vandalia” and any service marks, trademarks, trade names, trade dress, identifying symbols, logos, emblems, signs, insignia and other marks related thereto or containing or comprising the foregoing, including any other governmental approval name or mxxx confusingly similar thereto, (y) shall not hold itself out as having any affiliation with Buyer or its affiliates and permit applicable (z) shall cause each of its subsidiaries and affiliates to comply with each of the Property, without the prior written consent restrictions set forth in clauses (x) and (y) of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closingthis sentence.

Seller Covenants. Seller agrees that, between the Effective Date of this Agreement and the Closing Dateas follows: (a) Except for From and after the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, Opening of Escrow until the Site Easements (defined below), and any construction contract required to construct any Build to Suit Close of Escrow or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”)earlier termination of this Agreement, Seller will not enter into provide or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title cause to be provided substantially such services with respect to the PropertyProperty that have been provided by or on behalf of Seller in the past in accordance with Seller’s customary practice. For the avoidance of doubt, without the prior written approval of PurchaserBuyer acknowledges and agrees that Seller shall not be obligated to make any replacements, which may be withheld in Purchaser’s sole discretion. Subject alterations or improvements to the terms and provisions Property or otherwise make any capital expenditures on account of Section 6.07 below, Seller may enter into the Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect prior to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction Close of Building J.Escrow. (b) Except for Seller shall not knowingly encumber the Approved Leases Project from and Tenant Lease Amendments after the Opening of Escrow until the Close of Escrow or earlier termination of this Agreement, except as otherwise permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements this Agreement and except for liens which are dischargeable upon the Property or any amendments or modifications to payment thereof out of Seller’s proceeds from the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretionEscrow. (c) Except for Approved LeasesFrom and after the Opening of Escrow until the Close of Escrow or earlier termination of this Agreement and except as otherwise provided in this Section 15(c) and in Section 19(b) below, Seller will shall not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change amend any existing Lease or modify enter into a new Lease covering any portion of the Property (each a “Lease Transaction”) nor shall Seller enter into a service contract for the Property (each a “Service Contract”) which is not otherwise terminable at or any portion thereof, except for tenant finish out and other improvements prior to the Property Close of Escrow, in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, each case without obtaining the prior written consent of PurchaserBuyer, which consent shall not be unreasonably withheld and which consent shall be deemed given if notice of disapproval is not received by Seller within five (5) business days of delivering a request for consent to Buyer. Notwithstanding the immediately preceding sentence, Seller may do either of the following types of Lease Transactions without obtaining the prior written consent of Buyer (except as otherwise provided below) so long as Seller promptly notifies Buyer of such Lease Transaction and provides Buyer with a copy of the executed amendment: (i) extend the term of any existing Lease which expires within six (6) months after Opening of Escrow for up to twelve (12) months after such expiration date (provided further, however, that any change in the base rent during such extension period must be withheld based upon Seller’s reasonable determination of fair market rent), and (ii) amend the Jazz Leases to either obtain a reduction in Purchaserthe portion of electricity costs allocable to the landlord thereunder or to establish a fixed percentage reimbursement allocable to each of the Half Dome Building and Conexant Towers (as such terms are defined in Section 19(b) below), provided that Buyer’s sole discretionconsent shall be required if the percentage of the total electrical xxxx allocated to the Half Dome Building exceeds 0.32%. Seller shall be responsible for any broker commissions, tenant improvement costs and other expenses incurred in connection with a Lease Transaction (collectively, “Leasing Costs”) which are associated with any Lease Transaction entered into prior to the Opening of Escrow. Buyer shall be responsible for a prorata share of any Leasing Costs which are associated with any Lease Transaction entered into after the Opening of Escrow which has been approved by Buyer, based upon the percentage of the term of such Lease Transaction occurring on and after the Close of Escrow (with Seller responsible for the balance). (d) At or prior to Close of Escrow, Seller will operate shall terminate all existing Service Contracts at Seller’s sole cost except (excluding utilities and repair and maintain waste disposal accounts in Seller’s name, which Buyer shall place in its own name at the Close of Escrow). If any Service Contract covers both the Property in a first class condition commensurate with comparable retail shopping centers in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser of any material damage to or destruction of the Property or any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to areas located outside the Property, Seller shall have the right to amend such Service Contract prior to the Close of Escrow (without the prior written consent necessity of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (jobtaining Buyer’s consent) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or so that such Service Contract no longer covers the Property after at Close of Escrow. Buyer acknowledges that Seller currently reimburses Jazz for the Closingcost of a service contract for maintenance of the central plant equipment at the Jazz premises and that such obligation shall pass to Buyer at the Close of Escrow as successor in interest to Seller under the Jazz Leases.

Seller Covenants. Each Seller agrees that(but solely for itself and its own Property, between the Effective Date of this Agreement and the Closing Datenot for any other Seller or any other Property) covenants to Purchaser as follows: (a) Except for the Approved Leases (defined below) and construction contracts entered into to fulfill landlord obligations thereunder, the Site Easements (defined below), and any construction contract required to construct any Build to Suit or any Pad Site N Multi-Tenant Building (the “Pad Site N Multi-Tenant Building Construction Contract”), Seller will not enter into or grant any liens, easements, restrictive covenants or other agreements of any kind which would survive the Closing and which would affect title to the Property, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject to the terms of this Agreement, Seller, during the term of this Agreement, shall carry on the business and provisions operations of Section 6.07 belowits Facility in substantially the same manner as heretofore carried on by it including incurring operating expenses consistent with past practices. Seller shall, during the term of this Agreement, use commercially reasonable efforts to comply in all material respects with all Legal Requirements affecting its respective Property and all terms, covenants and conditions of any Assumed Contracts, Leases, Resident Agreements or Business Agreements affecting its respective Property. Prior to the Closing Date, Seller shall maintain (or replace with policies of like amounts) all existing insurance policies insuring its Property and the operation of its Facility. Seller shall maintain its Inventory consistent with its past practices and shall replenish the same consistent with its past practices. Seller may extend, amend, modify or terminate any of the Contracts relating to its Property as it deems appropriate to operate, service and maintain its Property consistent with normal business practices, and may enter into Property Agreements after new Contracts; provided, however, that so long as Purchaser is not in default of any of its obligations under this Agreement beyond the Effective Date provided that expiration of any applicable notice or cure period, then Seller terminates any such Property Agreement that shall not without the written consent of Purchaser does (which consent shall not elect to assume pursuant to Section 6.07 belowbe unreasonably withheld, without cost conditioned or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Constructiondelayed), LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into (i) any leases new Contract or other possessory agreements for the Property amend or modify any amendments or modifications to the Tenant Leases or Approved Leases which existing Contract that would be binding on Purchaser or the Real Property after following the ClosingClosing other than those involving payments of less than Five Thousand and NO/100 Dollars ($5,000.00) per annum or which are terminable with not more than sixty (60) days’ notice without penalty except to the extent such amendment or modification is required under the Legal Requirements, or (ii) any additional Business Agreements or Resident Agreements or amend or modify any existing Business Agreement or Resident Agreement affecting its Property that would be binding on Purchaser following Closing (other than new Resident Agreements, renewals or modifications of existing Resident Agreements and Leases entered into in the ordinary course of business at its Property, which, in the case of Resident Agreements, shall be on the standard form of resident lease for such Facility, and at rental rates, promotional allowances, concessions, length of term and on other terms and conditions consistent in all material respects with past practices), except to the extent such amendment or modification is required under the Legal Requirements. Other than in the ordinary course of business at its Property, no part of Seller’s Property, or any interest therein, will be sold or otherwise transferred or encumbered without the Purchaser’s prior written consent, which approval shall not be unreasonably withheld or delayed. (b) RR AL shall cooperate with Purchaser and shall cause Manager to cooperate with Purchaser, in all commercially reasonable respects, including by executing and/or delivering necessary or desirable applications and other information and documents, to facilitate the issuance and/or transfer of the Purchaser Permits (as defined in Section 8.1(b) above). Without limiting the foregoing, Sellers shall cause Manager to provide such information and documents as may be required of Manager in connection with Purchaser’s application for the Purchaser Permits. If Purchaser requests Seller or Manager to advance (or otherwise consents to the advancement of) any governmental or other administrative agency fees in connection with such cooperation, Purchaser shall promptly reimburse Seller or Manager, as applicable, for any such fees so advanced on behalf of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements shall promptly notify Purchaser to the Property in extent Seller receives written notice from a third party or otherwise acquires knowledge of any event or occurrence that could be reasonably anticipated to have a material adverse effect on the ordinary course operation, leasing, or condition of businessits respective Property, including fire or other casualty loss, or receipt of notice of condemnation or violation of any Legal Requirement or order, including without limitation, any Build Legal Requirement relating to Suit and any construction health, safety, fire, environmental or zoning that could be reasonably anticipated to have a material adverse effect on the operation, leasing, or condition of the Pad Site N Multi-Tenant Building, without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretionits respective Property. (d) Seller will operate and repair and maintain the Property in a first class condition commensurate with comparable retail shopping centers in the AustinUntil such time as this Agreement terminates, Texas area and in accordance with all applicable lawsSellers shall not solicit or initiate any inquiries or proposals from, codes and regulations, the Tenant Leases, the Approved Leases and all other agreements, restrictions or covenants applicable tonegotiate with, or binding upon consider the Property. (e) Seller will promptly notify Purchaser merits of any material damage inquiries or proposals from, any person relating to or destruction any sale of the Property or any portion thereofProperties. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation with respect to the Property or any portion thereof. (h) Seller will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property in a materially adverse manner. (i) Seller will not alter or amend in any way which would be binding upon Purchaser or the Property after the Closing, the zoning or any other governmental approval and permit applicable to the Property, without the prior written consent of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing.

Seller Covenants. Seller agrees that, between with respect to each of the Effective Date of this Agreement and the Closing Date: Properties it: (a) Except for shall continue to operate and manage each Property in a prudent and businesslike manner and in the Approved Leases (defined below) same manner in which Seller has previously operated and construction contracts entered into to fulfill landlord obligations thereunder, managed the Site Easements (defined below)Property, and in doing so, Seller shall not take any construction contract action, or fail to take any action which would cause the Property to be operated, managed and maintained (1) in violation or continued violation of any Laws, (2) in a manner the result of which would have a Material Adverse Effect on the Property or Buyer’s ability to lease to a tenant to continue the operation thereof after the Closing in substantially the same manner as now conducted, or (3) which would cause any of the representations and warranties of Seller contained in this Agreement to be incorrect, incomplete or misleading in any material respect as of the Closing; (b) shall make all necessary repairs and replacements required to construct any Build keep the Property in good repair and working order and in substantially the same condition as the date hereof (subject to Suit normal wear and tear); (c) shall maintain in full force and effect all insurance policies in place with respect to the Property as of the Effective Date; (d) shall not, without Buyer’s prior written consent cause, permit or any Pad Site N Multiconsent to a material alteration of the Real Property unless such consent is non-Tenant Building discretionary or not otherwise permitted by the Lease; (e) shall timely perform all of Seller’s obligations under the “Pad Site N Multi-Tenant Building Construction Contract”)Contracts, Seller will not enter into or grant any liensunder all governmental approvals, easements, restrictive covenants or and under all other agreements of any kind which would survive the Closing and which would affect title relating to the Property; and Seller shall comply with all Laws affecting the Property, without and duly and timely file all tax reports required to be filed by Seller and promptly pay when due all federal, state and local taxes and assessments, charges, fees, interest and penalties levied on Seller or the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. Subject Property; and (f) with respect to the terms Huntersville Property, it shall continue with commercially reasonable diligence to complete the development and provisions of Section 6.07 below, Seller may enter into Property Agreements after the Effective Date provided that Seller terminates any such Property Agreement that Purchaser does not elect to assume pursuant to Section 6.07 below, without cost or liability to Purchaser. Any Pad Site N Multi-Tenant Building Construction Contract must be substantially in the form as the construction contract entered into with Fromberg Construction, LLC for the construction of Building J. (b) Except for the Approved Leases and Tenant Lease Amendments as permitted under Section 6.06 below, Seller will not enter into any leases or other possessory agreements for the Property or any amendments or modifications to the Tenant Leases or Approved Leases which would be binding on Purchaser or the Property after the Closing, without the prior written approval of Purchaser, which may be withheld in Purchaser’s sole discretion. (c) Except for Approved Leases, Seller will not sell, transfer, convey, demolish, destroy, dispose of, relinquish, amend, alter, change or modify the Property or any portion thereof, except for tenant finish out and other improvements to the Property in the ordinary course of business, any Build to Suit and any construction of the Pad Site N Multi-Tenant Building, Huntersville Property and the Facility thereon in accordance with the Plans and Specification and to not materially modify or agree to modify the Plans and Specification without the prior written consent of PurchaserBuyer, which may consent shall not be unreasonably withheld delayed or denied. Seller shall promptly inform Buyer in Purchaserwriting of any event having a Material Adverse Effect with respect to Seller’s sole discretion. ownership, use, occupancy or maintenance of the Property, whether insured or not. For purposes of this Agreement, a modification to the Plans and Specifications shall be deemed material if either (da) Seller will operate and repair and maintain the Property modification would reasonably result in a first class condition commensurate with comparable retail shopping centers five percent (5%) or greater reduction of Net Income, or (b) the modification results in reduction of ten percent (10%) or more in the Austin, Texas area and in accordance with all applicable laws, codes and regulations, number of units or beds constructed or approved for the Tenant Leases, Huntersville Property. For a period of one (1) year after the Approved Leases and all other agreements, restrictions or covenants applicable to, or binding upon the Property. (e) Seller will promptly notify Purchaser date that constitutes completion of any material damage to or destruction construction of the Property or Huntersville Property, Seller shall be and remain responsible for such completing any portion thereof. (f) Seller will promptly perform all of its obligations, in all material respects, under the Tenant Leases, the Approved Leases, and all requirements of Seller’s construction lender and related construction loan documents (“Construction Loan Documents”). (g) Seller will promptly upon obtaining notice of same, notify Purchaser of any instituted or proposed foreclosure proceeding, condemnation action or other litigation warranty work with respect to the Property or any portion thereof. (h) Huntersville Property. Seller further agrees that it will promptly upon obtaining notice of same, notify Purchaser of any legal, political, governmental, or administrative proceeding or moratorium instituted or proposed which specifically affects the Property remain adequately capitalized in a materially adverse manner. (i) manner such that Seller will not alter or amend shall have sufficient funds in any way which would be binding upon Purchaser or the Property after the Closingorder to comply with its obligations as described in this Section. If Seller fails to comply with said cure and warranty obligations, the zoning Master Lease shall permit Buyer, after giving thirty (30) days written notice to Seller and Seller having failed to commence and diligently pursue to completion curative action within said time period, to proceed to remedy such default on its own and shall have recourse against under the Master Lease for any expenses incurred thereby. Neither payment nor acceptance of the Purchase Price for the Huntersville Property nor any provision in this Agreement will be deemed to constitute a waiver by Buyer of Seller’s responsibility under this paragraph. The obligations of Seller pursuant to this paragraph shall continue beyond the one-year period specified herein as to warranty work if the defect or any other governmental approval default is discovered during the one-year warranty period and permit applicable to is not cured by the PropertySeller within that one-year warranty period. This paragraph, and all provisions contained herein, shall survive the Final Closing; however, without limiting the prior written consent foregoing, the parties will memorialize the obligations of Purchaser, which consent will not be unreasonably conditioned, withheld or delayed; and Seller under this paragraph in a post-closing agreement executed at the Final Closing (j) Seller will not make any commitments to any governmental authority, utility company, school board, church or other religious body, or any homeowners association, or any other organization, group or individual which would be binding upon Purchaser or the Property after the Closing“Post-Closing Agreement”).