Common use of Seller’s Covenants Clause in Contracts

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller covenants and after the date hereof through the Closing, except agrees as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallfollows: (a) Operate A. Seller will not a. mortgage, pledge or voluntarily subject the Property and conduct or any part thereof to an unbonded lien or other encumbrance, b. execute or cause to be conducted its business in placed of record any document affecting title to any portion of the regular and ordinary courseReal Property, including c. enter into, or subject any portion of the Property to, any option contract, sales contract, or any other agreement, pursuant to which any party shall have any right to purchase any portion of the Property2.3.4. or 5. after the Review Period, enter into any lease, assignment, amendment, modification, supplement or renewal and extension of Tenant any of the Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the first receiving Purchaser’s prior written consent of Buyerapproval, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which approval shall not be unreasonably withheld, delayed conditioned or conditioned delayed. At least five (A5) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after business days before the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct end of the business of SellerReview Period, Seller will provide written notice to Purchaser if Seller enters into any lease, assignment, amendment, modification, supplement or otherwise, which would be contrary to or in breach renewal of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrueLeases. (h) Use its reasonable efforts (but without expending B. Seller will not sell or otherwise dispose of or remove any substantial funds fixtures, mechanical equipment or exposing itself any other item included within the Property, except in the ordinary course of business. C. Seller will endeavor in good faith to any liability or comply with each and every material undertaking, covenant and obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated herebylandlord under the Leases except under any Lease where the tenant thereunder is in default. (i) On D. Seller will pay or before the Closing Date, cause to be terminated any management contract relating paid (or provide for payment at Closing) all debts, taxes, fees, assessments, commissions, and other obligations related to the use and ownership of the Property up to the date of Closing, except for those items for which proration is not assumed by Buyer consistent agreed upon in accordance with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning provisions of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA10 herein.

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallcovenants that: (a) Operate During the period from the Effective Date until the Closing Date, Seller shall:‌ (i) promptly deliver to Buyer copies of all written notices of any violations of law, or municipal ordinances, orders, designations or requirements noted in or issued by any federal, state, municipal or other governmental department, agency or bureau or any other governmental authority having jurisdiction over the Property and conduct promptly notify Buyer of all judgments, claims and litigation affecting Seller or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation any part of the Property.Purchased Assets; (bii) Maintain promptly notify Buyer of the institution of any litigation, arbitration, administrative hearing before any court or governmental agency concerning or affecting the Purchased Assets and keep the Property in good condition and repair and in substantially the same condition as on of any such proceedings which are to Seller’s knowledge threatened after the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty.; (ciii) Except in promptly after the ordinary course delivery or receipt thereof, deliver to Buyer copies of business and with respect all notices concerning Seller or the Real Property, which relate to items releases of personal property that are no longer useful and have been replaced with items Hazardous Materials affecting the Property or any actual or threatened condemnation of equivalent value, not remove, sell, mortgage, pledge the Property or otherwise encumber any portion thereof given by or dispose on behalf of any item federal, state or local agency, and copies of propertyall other correspondence sent, filed, served on or received by Seller from any federal, state or local agency affecting the Real Property from and after the Effective Date; and (iv) not settle or compromise or agree to any settlement or compromise of any insurance or condemnation claim or award affecting the Real Property without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed may be granted or conditioned. (d) Continue to maintain all insurance on the Property covering the risks withheld in Buyer’s sole and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, absolute discretion except in the case of an entity emergency. (b) During the period from the Effective Date until the Closing Date, Seller shall not, to the extent the same would be binding on or affect the Real Property or any owner thereof after the Closing, and except as permitted under Section 10.1(a), without Buyer’s prior written approval, which holds plan assetsapproval may be given or withheld in its sole and absolute discretion: (i) enter into any new or amend any existing lease or other agreement granting any person any interest in the Real Property or any right to occupy or use any of the Real Property; (ii) affirmatively (whether by action or inaction) subject the Real Property to any additional liens, encumbrances, covenants or easements; (iii) enter into any agreement which would require the consent of a third-party to consummate or the transactions contemplated by this Agreement; (iv) sell, transfer, encumber or change the status of title of all or any portion of the Purchased Assets; (v) cancel, amend or modify any certificate, approval, license or permit held by Seller with respect to the Real Property or any part thereof which would be binding upon Buyer after the Closing; or (vi) take any action in respect of any litigation or proceeding in respect of the Real Property which shall have a material adverse effect on the Real Property; provided, however, nothing shall preclude Seller from filing appropriate pleadings prior to the answer date or pursuant to directions an order of a court or administrative body. In the event Seller shall take any action in respect of any litigation or proceeding in respect of the investors Real Property other than in the ordinary course of defending, prosecuting or responding to the same, Seller shall indemnify and hold harmless Buyer from and against any and all loss, liabilities, costs, damages, expenses, assessments, penalties (including reasonable attorneys’ fees) incurred by Buyer as a result of any such entity who are independent litigation or proceeding. The foregoing indemnity shall survive the Closing without any restriction or limitation. (c) At the Closing, the Property shall be free and clear of MIGRAall liens, charges, encumbrances, mortgages, pledges, security interests, easements, agreements and other interests, adverse claims and title matters, except as otherwise provided in this Agreement.

Seller’s Covenants. On Each Seller, severally and after the date hereof through not jointly and subject to Subsection 8(l) below, hereby covenants with Purchaser as follows: (a) Prior to the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business described in the regular and ordinary courseDisclosed/Permitted Matters, including such Seller shall neither execute any new Applicable Lease, nor terminate, renew, amend or modify any existing Applicable Lease without Purchaser’s prior written consent, which shall not be unreasonably withheld or delayed. Prior to the renewal and extension of Tenant LeasesClosing, consistent with past practicesexcept as described in the Disclosed/Permitted Matters, and exercise reasonable efforts to preserve intact the operation such Seller shall not, without Purchaser’s prior consent, which shall not be unreasonably withheld or delayed, accept from any of the PropertyTenants payment of rent or other charges more than one month in advance or apply any security deposit to rent due from any Tenant. (b) Maintain and keep Prior to the Property in good condition and repair and in substantially the same condition Closing, except as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except described in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent valueDisclosed/Permitted Matters, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertysuch Seller shall not, without the prior written consent of BuyerPurchaser, which shall not be unreasonably withheld or delayed, enter into any Contract with respect to the Applicable Property which (i) will survive the Closing and materially affect the use, operation or enjoyment of the Applicable Property after the Closing and (ii) would not be permitted to be executed by SCI under the Master Lease after the Closing without the consent will not unreasonably withheldof Purchaser. (c) The existing insurance policies, delayed or conditionedequivalent coverage, with respect to its Applicable Property shall remain continuously in force through the day of the Closing. (d) Continue At all times prior to maintain all insurance on the Closing, such Seller shall operate and manage the Applicable Property covering the risks and in the amounts ordinary and usual course consistent with past practice, maintaining present services, and shall maintain the Applicable Property in good repair and working order, shall keep on hand sufficient materials, supplies, equipment and other personal property for the efficient operation and management of coverage the Applicable Property in effect the ordinary and usual course consistent with past practice, and shall perform when due all of Seller’s obligations under the Applicable Leases, Contracts, Governmental Approvals and other agreements relating to such Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting such Property. Except as otherwise provided herein or as described in the Disclosed/Permitted Matters, Seller shall deliver the Applicable Property at the Closing in substantially the same condition as it was on the date hereof, reasonable wear and tear excepted. None of the tangible personal property included in its Applicable Property shall be removed from the Applicable Real Property, unless replaced by tangible personal property of equal or greater utility and value. (e) Duly observe Such Seller shall pay, or cause to be paid, in the ordinary and perform usual course consistent with past practice all bills and invoices for labor, goods, material termsand services of any kind relating to the Applicable Property, conditions utility charges, and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial employee salary and other appropriate relief accrued benefits relating to the period prior to the Closing. (f) Such Seller agrees to pay, or cause to be paid, in the ordinary and usual course consistent with past practice any brokerage or leasing fee or similar commission or other compensation with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's Applicable Leases which is or will become due and payable prior written consent which shall not be unreasonably withheld, delayed to or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the PropertyClosing. (g) Not takeAll alterations, agree installations and other tenant or other improvement work required to take or affirmatively consent be performed prior to the taking of any action Closing under the Applicable Leases or otherwise with respect to the Applicable Property and all tenant improvement allowances which lessor under the Applicable Leases is obligated to pay to Tenants prior to the Closing shall be completed and paid in full in the conduct of the business of Seller, or otherwiseordinary and usual course consistent with past practice, which would be contrary to completion may occur after the Closing. No alteration, installation or in breach of any of the terms other tenant or provisions of this Agreement or other improvement work which would cause any representation constitute a Material Alteration under the Master Lease and is not described in the Disclosed/Permitted Matters, shall be commenced without the prior written consent of Seller contained herein to be or become materially untruePurchaser. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents After the date hereof and authorizations of third parties prior to the performance by Seller Closing, except as described in the Disclosed/Permitted Matters, no part of its obligations hereunder Applicable Property, or any interest therein, will be alienated, licensed, encumbered or otherwise transferred. Such Seller shall make or cause to be made all payments of principal and interest required under any mortgages encumbering the consummation of Applicable Property which are due and payable prior to the transactions contemplated herebyClosing. (i) On or before the Closing Date, cause to be terminated any management contract relating With respect to the Property which is Boulder Property, Boulder Station shall not assumed by Buyer consistent with amend, modify, supplement or otherwise alter the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereofBoulder Ground Lease. (j) On Such Seller shall promptly notify Purchaser of any change in any condition with respect to the Applicable Property or before the Closing Date, execute and deliver (of any event or cause its designees circumstance which makes any representation or warranty of such Seller to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Purchaser under this Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether untrue or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISAmisleading, or an entity which holds plan assets within the meaning any covenant of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of such Seller under this Agreement incapable of being performed. (k) Such Seller shall submit to Purchaser and Purchaser’s Lender for their reasonable approval of the form of limited liability company agreement of such Seller’s Applicable Seller Subsidiary Entity to be conducted executed on the date of formation of such Seller Subsidiary Entity which agreement shall contain such provisions as are required under Purchaser’s Loan Documents. (l) Notwithstanding any provision of this Section 8, (i) nothing in this Section 8 shall prohibit, restrict or require any action by any Seller with respect to any Applicable Property which would be permitted or not required to be taken under the Master Lease and Subleases after the Closing, (ii) in no event shall any action taken by, with the written consent of, or at the written direction of, any of the Fertittas (and not also at the direction or with the concurrence of the Board of Directors of SCI (acting with the concurrence of the Special Committee) or the Special Committee) constitute a fiduciary violation by any Seller of Seller which is independent of MIGRA orthis Section 8, and (iii) in the case event of an entity which holds plan assetsany conflict between any terms and provisions set forth in this Section 8 and those set forth in the Merger Agreement, pursuant to directions the terms and provisions of the investors in such entity who are independent Merger Agreement shall supersede and control the terms and provisions of MIGRAthis Section 8.

Seller’s Covenants. On Each Seller individually agrees that it: (a) shall continue to operate and manage its Property in the same manner in which Seller has previously operated and managed its Property; (b) shall, subject to Section 7 hereof and subject to reasonable wear and tear, maintain its Property in the same (or better) condition as it exists on the date hereof; and (c) shall not, without Buyer’s prior written consent, which, after the expiration of the Due Diligence Period may be withheld in Buyer’s sole discretion: (i) amend any Ground Lease or the Leases applicable to Seller’s Property in any manner, nor enter into any new lease, license agreement or other occupancy agreement with respect to its Property; (ii) consent to an assignment of any Ground Lease or any Lease or a sublease of the premises demised thereunder or a termination or surrender thereof except to the extent Seller is required by the terms thereof to consent to any assignment or sublease of any Lease, in which case Seller shall provide written notice to Buyer of such assignment or sublease promptly after its receipt of Tenant’s request for consent to such assignment or sublease; (iii) terminate any Ground Lease or any Lease nor release any guarantor of or security for any Lease unless required by the express terms of such Lease; and/or (iv) cause, permit or consent to an alteration of the premises demised under any Ground Lease or the Leases (unless such consent is non-discretionary). Sellers shall promptly inform Buyer in writing of any material event which Sellers have actual knowledge of occurring after the date hereof through and prior to the Closing, except as otherwise consented is specific to the Properties and adversely and materially affects the ownership, use, occupancy or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation maintenance of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISAProperties, whether insured or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRAnot.

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. . (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On and after Between the date hereof through the and Closing, except as otherwise consented to or approved contemplated by Buyer in writing or required Schedule 1.3 (if any), and except as permitted by this Agreement, Seller shall: (a) Operate the Property and conduct Agreement or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned conditioned, Seller shall: (Aa) renewoperate the Stations in the ordinary course of business and in all material respects in accordance with FCC rules and regulations and with all other applicable laws, amend regulations, rules and orders; (b) not materially adversely modify any of the FCC Licenses; (c) not other than in the ordinary course of business, sell, lease, license, convey or extend dispose of or agree to sell, lease, license, convey or dispose of any Project Contract of the Station Assets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Station Assets, except for Permitted Liens; (d) maintain the Tangible Personal Property Lease or enter into or renew any contract or agreement pertaining to any item in the ordinary course of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness business and maintain insurance policies or other material indebtedness arrangements with respect to the Station Assets; (e) upon reasonable notice, give Buyer and its representatives reasonable access during normal business hours to the Station Assets, and furnish Buyer with information relating to the Property.Station Assets and the Station employees that Buyer may reasonably request, provided that such access rights shall not be exercised in a manner that interferes with the operation of the Stations; (f) at Buyer’s sole cost and expense, provide, and authorize Seller’s accountant’s to provide, Buyer any financial information regarding the Stations that is maintained by Seller on an unconsolidated basis and requested by Buyer that is reasonably necessary to satisfy any reporting obligations to the Securities and Exchange Commission or reasonably necessary to obtain acquisition financing for the Stations; (g) Not takeexcept in the ordinary course of business and as otherwise required by law, agree to take (i) not enter into any employment, labor, or affirmatively consent to the taking union agreement or plan (or amendments of any action in such existing agreements or plan) that will be binding upon Buyer after Closing or (ii) increase the conduct compensation payable to any employee of the business of SellerStations, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents except for bonuses and authorizations of third parties to the performance other compensation payable by Seller of its obligations hereunder and in connection with the consummation of the transactions contemplated hereby.by this Agreement; (h) use commercially reasonable efforts to maintain the Stations’ cable and DBS carriage existing as of the date of this Agreement, including making timely elections of must-carry or retransmission consent and negotiating new or extended retransmission consent agreements in the ordinary course of business, but no new agreement is a condition to Closing; (i) On timely make the DTV channel election for WBPG-TV, and consult with Buyer in connection therewith, but no election or before the Closing Date, cause consultation is a condition to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof.Closing; (j) On consult with Buyer in connection with any material amendment, renewal or before the Closing Dateextension of any network affiliation agreement, execute and deliver (or cause its designees but no consultation is a condition to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. Closing; and (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISAnot, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, other than in the case ordinary course of an entity which holds plan assetsbusiness, pursuant to directions of the investors in such entity who are independent of MIGRAenter into new Station Contracts or amend any existing Station Contracts.

Seller’s Covenants. On Each Seller, jointly and severally, covenants and agrees that from and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by execution and delivery of this Agreement, Seller shall: (a) Operate the Property and conduct or cause Promptly after Closing, each Seller shall provide an executed Security Agreement, to be conducted its business mutually agreed between Sellers and Buyer, using commercially reasonable best efforts to agree to such Security Agreement, and UCC-1 Financing Statement (collectively, the “Security Agreement”), which Security Agreement may be filed by Buyer with the appropriate agency in the regular and ordinary course, including State of Michigan securing Buyer’s interest in the renewal and extension Acquired Interest in accordance with Section 2(d). Buyer shall provide Seller with written notice specifying in reasonable detail such filing in the State of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the PropertyMichigan. (b) Maintain Each Seller (or its designee) shall keep complete and keep accurate books and records in connection with the Property in good condition payments of Acquired Interest rendered to Buyer hereunder. Buyer shall have the right to appoint a certified public accountant to examine such Seller’s books and repair records solely for the purpose of verifying the accuracy of such payments within two (2) years after the date of the applicable payment is rendered to Buyer hereunder, it being noted that any exercise of such examination shall be of all Sellers hereunder and in substantially Buyer shall not have the same condition as right to examine each Seller independently. Buyer shall provide Sellers with advance written notice of its intent to examine Sellers’ books and records no less than thirty (30) days prior to the commencement of such examination. Any such examination shall be conducted at Buyer’s own cost and expense and shall not occur more than once per calendar year, at reasonable business hours agreed to between the parties at the place where such books and records are kept. Seller(s) shall have the right to rely on the date hereofroyalty statements rendered by Aftermath and/or UMG (or its designees, successors and assigns) to Sellers with respect to computing the exception Acquired Interests payable to Buyer hereunder and shall not be held liable for any errors or omissions in connection therewith. For the avoidance of ordinary wear doubt, notwithstanding anything to the contrary herein or in the Option Agreement, nothing in this Agreement, express or implied, confers or shall be deemed to confer upon Buyer any right to examine the books and tear and damage as a result records of a casualtyAftermath and/or UMG or any third party with respect to the Acquired Interests. (c) Except If Buyer is receiving the Acquired Interest directly from Aftermath and/or UMG, Seller shall provide Buyer prompt written notice (email sufficing) upon receiving its share of the Royalty Payments from Aftermath and/or UMG. Upon Buyer’s written request (email sufficing), such Seller shall provide Buyer with the amount of the Royalty Payments received by Sellers, together with a true and complete copy of the account statement in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditionedconnection therewith. (d) Continue Such Seller shall provide prompt written notice (email sufficing) to maintain Buyer upon receiving any notice, claim or assertion from a third party that in reasonably relates to this Agreement or the Acquired Interest or Buyer’s rights with respect thereto, which notice to Buyer shall include all insurance on information and correspondence received by such Seller to the Property covering extent reasonably related to or affecting the risks and in the amounts of coverage in effect on the date hereofAcquired Interest which may legally be provided. (e) Duly observe and perform all material termsSuch Seller shall notify Buyer of any claim or assertion by a third party that the Royalty Agreement or the Royalty Payments pursuant thereto, conditions and requirements or any portion thereof, infringes or otherwise violates the rights of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. third party. (f) NotSubject to the terms and conditions of this Agreement, without the Buyer's prior written consent which Such Seller shall not be unreasonably withheldknowingly or willfully take or fail to take any action that shall cause or result in, delayed or conditioned (A) renewis reasonably expected to cause or result in, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after a material adverse effect on the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the PropertyAcquired Interest. (g) Not take, agree Such Seller shall not take or fail to take or affirmatively consent to the taking of any action that shall cause or result in the conduct of Acquired Interest being payable to a third party during the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions term of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrueAgreement. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller hereby covenants and after the date hereof through the Closing, except agrees with Purchaser as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallfollows: (a) Operate At all time from the Property and conduct Effective Date until the Closing Date, Seller shall maintain (or cause to be conducted its business maintained, in accordance with the regular terms of the Lease) in force, fire and ordinary course, including extended coverage insurance upon the renewal and extension Real Property for not less than the full replacement value of Tenant Leases, consistent with past practicesthe Real Property, and exercise reasonable efforts commercial general liability insurance with respect to preserve intact injury or death to persons and damage to property in an amount not less than $1,000,000; and (b) Prior to the operation Closing, Seller shall maintain the Improvements in their present condition and repair, except for normal wear and tear and any casualty or condemnation, and Seller shall not remove any fixtures, equipment, furnishings and other personalty from the Improvements without replacing them with new items of like or greater value. (c) Seller shall not negotiate, execute or commit to enter into (i) any tenant lease; or (ii) any modification, amendment restatement or renewal of any of the leases, without Purchaser's prior written consent in each instance. (d) Seller shall not enter into any third party contract with respect to the Property which will survive the Closing. (e) Pending Closing, Seller shall operate and manage the Property in a normal businesslike manner, and shall perform when due, all of Seller's obligations under all third party contracts, insurance policies, governmental approvals and any other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. (bf) Maintain Seller has paid or will pay in full, prior to Closing, all bills and keep the Property in good condition invoices for labor, goods, materials and repair and in substantially the same condition as on the date hereof, with the exception services of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and any kind with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness utility charges relating to the Propertyperiod prior to Closing. (g) Not take, agree All action required pursuant to take or affirmatively consent this Contract which is necessary to effectuate the taking of any action transactions contemplated herein will be taken promptly and in the conduct of the business of good faith by Seller, and Seller shall furnish Purchaser with such documents or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untruefurther assurances as Purchaser may reasonably require. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself After the date hereof and prior to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation Closing, no part of the transactions contemplated herebyProperty, nor any interest therein, will be alienated, liened, encumbered or otherwise transferred. (i) On or before the Closing Date, cause to be terminated Seller shall promptly notify Purchaser of any management contract relating change in any condition with respect to the Property or of any event or circumstance which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On makes any representation or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions warranty of Seller to Purchaser under this Agreement Contract untrue or misleading in any material respect, it being understood that Seller's obligation to provide notice to Purchaser under this Section 8.3 shall be conducted in no way relieve Seller of any liability for a breach by a fiduciary Seller of Seller which is independent any of MIGRA orits representations, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRAwarranties or covenants under this Contract.

Seller’s Covenants. On Seller hereby covenants and agrees that, from and after the date hereof through Effective Date until the ClosingClosing Date, except as unless otherwise consented to or approved by Buyer in writing or required by this AgreementBuyer, Seller shall: (a) Operate the Property and shall continue to conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except only in the ordinary course of business consistent with past practice. Seller agrees without limitation to the foregoing, to: (a) not cause or consent to Manager taking any actions which would result in the failure to maintain the operation of the Hotel in a good and business-like manner and as required by applicable law; (b) not cause or consent to Manager taking any actions which would result in the failure to maintain Inventories at levels consistent with the normal operation of the Hotel; (c) not create or suffer any lien or encumbrance on the Hotel; (d) not cause or permit the removal of the Property except in the ordinary course of business; (e) except with respect to items of personal property that are no longer useful and have been replaced with items of equivalent valuethe Terminated Contracts, not removemodify, sellextend, mortgagerenew, pledge terminate, replace or otherwise encumber change the terms, covenants or dispose conditions of, or waive the performance of any item of propertyother party under, any material contract or agreement affecting the Hotel, or enter into any new agreements affecting the Hotel, in each case without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned.; (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not allow any Permits now in Seller’s name to be unreasonably withheld, delayed cancelled or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property.otherwise expire; (g) Not take, agree to take or affirmatively consent to keep all existing insurance coverage for the taking of any action Hotel now maintained by Seller in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue.full force and effect; (h) Use its reasonable efforts not (but without expending i) take, or cause or consent to Manager taking, any substantial funds actions which would result in the modification, extension, renewal, termination, replacement or exposing itself other change in the terms, covenants or conditions of, or waiver of the performance of any other party under, any Service Contracts (other than the Terminated Contracts, which shall be terminated at or prior to Closing) or equipment leases, or (ii) enter into, or cause or consent to Manager entering into, any liability new Service Contracts or obligation or riskequipment leases, unless (y) in the ordinary course of business and/or (z) to obtain all necessary consents and authorizations of third parties replace any Service Contract or equipment lease which expires prior to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby.Closing Date; (i) On not cause or before permit the Closing Datemodification, cause to be terminated any management contract relating to extension, renewal, termination, replacement or other change in the Property which is not assumed by Buyer consistent with the terms and terms, covenants or conditions of, or waiver of the transaction described on EXHIBIT H attached hereto and made a part hereof.performance of any tenant under, any Lease, or enter into any new Leases; (j) On or before use commercially reasonable efforts to cause the Closing Date, execute and deliver (or cause its designees Manager to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. continue to collect Accounts Receivable prior to Closing; (k) If Seller is an "employee benefit plan" within except as otherwise permitted hereby, not knowingly take any action or fail to take action the meaning result of Section (3)(3) which would have a material adverse effect on the Hotel or Buyer’s ability to continue the operation thereof after the date of ERISA, whether or not Seller qualifies Closing in substantially the same manner as a "governmental plan" within Section 3(32) of ERISApresently conducted, or an entity which holds plan assets within that would cause any of the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under representations and warranties contained in this Agreement shall to be conducted by a fiduciary materially untrue as of Seller which is independent Closing; (l) use and operate the Hotel in substantial compliance with Legal Requirements and the material requirements of MIGRA any mortgage, lease, occupancy agreement and insurance policy affecting the Hotel; (m) not enter into, and not allow its managing agent to, any new employment agreements that would be binding on Buyer or, following the Closing, the Hotel and (2) not change, modify, extend, renew or terminate any employment agreement in the case of an entity which holds plan assets, pursuant to directions effect as of the investors in such entity who are independent date hereof that would be binding on Buyer or, following the Closing, the Hotel; and (n) use its commercially reasonable efforts to cause the assignment of MIGRAthe Preferred Hotel Group Agreement, the Sixt Agreement and the ATM Agreement to Buyer.

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project P r oject Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. . (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage m o r tgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk, other than the payment to the Mortgage Lender of any fees or charges relating to the assumption by Buyer of the Mortgage Indebtedness) to obtain all necessary consents c o nsents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT Exhibit H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- SS 2510.3-101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA. (k) Cooperate with Buyer in Buyer's efforts to secure the consent of the Lender to the assumption of the loan to be assumed hereunder by Buyer and execute and deliver all documentation as may reasonably be required to accomplish the assumption of the Mortgage Indebtedness by Buyer and, to the extent that Buyer pays Seller equivalent consideration, convey to Buyer all of Seller's right, title and interest in and to all funds held by the Mortgage Lender in any reserve or escrow accounts, except that nothing contained herein shall be construed as relieving Seller of its obligation to pay its pro rata share of real estate taxes pursuant to Section 13(b) hereof.

Seller’s Covenants. On and after During the period from the date hereof through to the ClosingClosing Date, subject to compliance with the Cease and Desist Order, the Amended Order, the FDIC Resolution and the OTS Regulatory Letter, and except as otherwise consented to or approved by Buyer set forth in writing or required by this AgreementSchedule 12 of the Seller Disclosure Schedule, Seller (i) shall: (a) Operate , with respect to the Property Branches, Assets and conduct or cause to be conducted Liabilities, use its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise commercially reasonable efforts to preserve intact the operation business relationship with depositors, customers and others having business relationships with it and whose accounts will be retained at the Branches and Seller shall provide written notice to Buyer in the event it receives written notice of any loss or potential loss of any material business or customers related to the Property. Loans or the Deposit Liabilities, (bii) Maintain will underwrite and keep administer the Property Loans in good condition accordance with prudent, safe and repair sound underwriting and administration practices and applicable Legal Requirements, (iii) will maintain the Branches in substantially the same condition as on the date hereoftheir current condition, with the exception of ordinary wear and tear excepted; and damage (iv) will conduct the business of the Branches and preserve the Assets and Liabilities in accordance with prudent, safe and sound commercial banking practices and applicable Legal Requirements. Other than as a result may be required by the Cease and Desist Order, the Amended Order, the FDIC Resolution, the OTS Regulatory Letter, the obligations between Seller Parent and Integra Bank, N.A., or any Regulatory Authority or Legal Requirement, or except as set forth in Schedule 12 of a casualty. (c) Except in the ordinary course of business and Seller Disclosure Schedule, Seller covenants with respect Buyer that, from the date hereof to items of personal property that are no longer useful and have been replaced Closing, Seller, except with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned.not: (da) Continue Sell, transfer, assign, lease, mortgage, pledge or otherwise dispose of or encumber or enter into any contract, agreement, or understanding to maintain all insurance sell, transfer, assign, lease, mortgage, pledge or otherwise dispose of or encumber any of the Assets (other than use of Cash on the Property covering the risks and Hand in the amounts ordinary course of coverage in effect business consistent with past practice) or Liabilities existing on the date hereof. (eb) Duly observe and perform all material termsSell, conditions and requirements transfer, assign, lease, mortgage, pledge or otherwise dispose of or encumber or enter into any contract, agreement, or understanding to sell, transfer, assign, lease, mortgage, pledge or otherwise dispose of or encumber any Loan. (c) Fail to maintain policies of insurance as of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief date hereof with respect to the Branches in the form and with the coverage maintained on the date hereof and set forth on Schedule 9(o) of the Seller Disclosure Schedule. (d) Enter into any tenant breaches under employment, agency or other contract or arrangement for the Tenant Leasesperformance of personal services at the Branches, which is not terminable at will (at any time, with or without cause, and with or without notice) without liability to Buyer. (e) Fail to comply in accordance all material respects with Seller's past practices. all Legal Requirements that relate to the conduct of the banking business at the Branches or the Assets. (f) NotSet interest rates at the Branches in a manner inconsistent with prudent, safe and sound banking practices, and without limiting the Buyer's prior written consent which generality of the foregoing, (i) accept any deposits at higher than prevailing market rates in the geographic markets where the Branches are located at the time of such acceptance; (ii) change interest rates on existing deposits, or (iii) employ any special promotions to increase deposits, provided, that in the event Buyer consents to any special promotion, Buyer shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining required to pay the Deposit Premium on such deposits obtained in response to any item of Property unless such contract special promotion, and, provided further, that Buyer shall approve or agreement can be terminated at will without obligation after the Closing or disapprove any special promotion within two (B2) incur any mortgage indebtedness or other material indebtedness relating to the PropertyBusiness Days’ notice thereof. (g) Not take, agree Fail to take or affirmatively consent to maintain the taking of any action Personal Property in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untruea commercially reasonable manner and consistent with past practices. (h) Use its reasonable efforts (but without expending Acquire or dispose of any substantial funds Personal Property other than pursuant to commitments made on or exposing itself to any liability or obligation or riskbefore the date of this Agreement and which are identified on Schedule 12(h) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated herebySeller Disclosure Schedule and except for replacement of any Personal Property and normal maintenance and refurbishing in the ordinary course of business; provided however, that Seller shall make no capital expenditures nor any contract or commitment for capital expenditures in excess of $5,000 for any individual expenditure and $20,000 in the aggregate for any one (1) project for furniture, fixtures or equipment for a Branch. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions Except as set forth on Schedule 12(i) of the transaction described Seller Disclosure Schedule, pay or commit to pay (a) any bonus prior to Closing, or (b) pay or commit to pay prior to Closing, any salary, fee, or other compensation to any of its employees at the Branches at a rate in excess of that prevailing on EXHIBIT H attached hereto and made a part the date hereof. (j) On Make any new loans at the Branches to any Affiliated Person of the Seller or modify the terms of any existing loan at the Branches with any Affiliated Person of the Seller. (k) Modify the interest rate or structure, or amend, extend or renew any term, of any Loans, grant any interest deferral or fee waivers, or deviate from industry standard and commercially reasonable collection procedures, including, without limitation, modification of payment terms or due date(s). (l) Establish new Deposit Liabilities at the Branches other than in the ordinary course of business consistent with Section 12(f) above. (m) File any application or give any notice to relocate or close any of the Branches or relocate or close any Branches. (n) Transfer any Branch Employees to another branch of Seller or any of its Affiliates. (o) Transfer to or from any Branch to or from any of Seller’s other operations or branches or those of its Affiliates any Assets or any Deposit Liabilities, except upon the unsolicited request of a depositor or customer. (p) Amend, terminate or extend in any material respect any Branch Lease. (q) Make or agree to make any material improvements to the Premises, except with respect to commitments for such made on or before the Closing Datedate of the Agreement as set forth on Schedule 12(q), execute and deliver normal maintenance or refurbishing in the ordinary course of business. (r) Take any action that is intended or cause its designees is reasonably likely to execute and deliverresult in any of the covenants or conditions to the transactions contemplated hereby not being materially satisfied or a material violation of any provision of this Agreement. (s) Agree with, or commit to, any Person to do any of the things described in clauses (ia) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and through (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3s) of ERISA, whether or not Seller qualifies this Section 12 except as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRAexpressly contemplated hereby.

Seller’s Covenants. On Seller hereby covenants and agrees with Purchaser that, after the date hereof of this Agreement and through the Closing, except as otherwise consented to earlier of the Closing or approved by Buyer in writing or required by the termination of this Agreement, Seller shall: (a) Operate Seller shall not enter into any Service Contract, or otherwise permit AID to enter into any Service Contract, except for those Service Contracts that Seller and/or AID intend to continue to utilize following the Closing in connection with AID's occupancy of the Property and conduct pursuant to the Lease. Further, Seller shall not enter into any lease of all or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation any portion of the Property. (b) Maintain Seller shall neither, nor permit AID to, transfer nor remove any Personal Property or fixtures from the Property, except for any of such Personal Property as is replaced by Seller and/or AID by an article of equal suitability and keep value, free and clear of any lien or security interest, and Seller shall not, nor permit AID to, make any material alterations to any portion of the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualtyProperty. (c) Except Seller will continue to maintain and operate the Property in a prudent manner consistent with Seller's previous standard maintenance and operations and will keep the ordinary course improvements and equipment forming a part of business the Property in proper operating condition, causing all necessary repairs, renewals and replacements to be promptly made and will keep such improvements occupied so as not to impair the insurance carried thereon. Seller will not cause or permit any grading, excavation or construction upon the Property or any addition, alteration or removal of any improvements, fixtures or equipment forming a part of the Property. Seller will not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Governmental Requirements or which constitutes waste or a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent thereto. Seller will not unreasonably withheld, delayed initiate or conditionedpermit any zoning reclassification of the Property or seek any variance under existing zoning ordinances applicable to the Property to use or permit the use of the Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Governmental Requirements. Seller will not impose any restrictive covenants or encumbrances on the Property or execute or file any subdivision plat affecting the Property. (d) Continue Seller hereby agrees that from the date hereof until the Closing, it will maintain in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to maintain all insurance damage or injury to persons or property occurring on the Property covering the risks and in the such amounts of coverage in effect as is maintained by Seller on the date hereofof this Agreement. (e) Duly observe Seller, on behalf of itself, its agents, contractors and perform all material termsrepresentatives, conditions agrees that during the term hereof, it will not solicit or accept any offers to purchase the Property from any party other than Purchaser and requirements of will not market the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. other parties. (f) NotSeller will cause to be paid any unpaid taxes and assessments heretofore levied or assessed against the Property or any part thereof, without including ad valorem taxes for the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned year 2001 (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Propertyextent due and payable). (g) Not takeImmediately upon obtaining knowledge of the institution (or threatened institution) of any proceedings for the condemnation of the Property, agree to take or affirmatively consent any portion thereof, or any other proceedings arising out of injury or damage to the taking of Property, or any action in the conduct portion thereof, Seller will notify Purchaser of the business pendency of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untruesuch proceedings. (h) Use its reasonable efforts (but without expending Seller will advise Purchaser promptly of any substantial funds change in any Governmental Requirements which might affect the value or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation use of the transactions contemplated herebyProperty by Purchaser and of which Seller obtains knowledge. Seller will also advise Purchaser promptly of any litigation, arbitration or administrative hearing concerning or affecting the Property of which Seller has actual knowledge or notice. (i) On Seller shall neither grant nor consent to or before permit the Closing Date, cause to be terminated filing of any management contract relating lien or encumbrance against the Property or any portion thereof subsequent to the Property which is not assumed by Buyer consistent with the terms and conditions date of the transaction described on EXHIBIT H attached hereto and made a part hereofthis Agreement. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISAwill, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101shall cause AID to, then Seller covenants that all discretionary actions punctually perform and discharge each and every obligation or undertaking of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRAService Contracts.

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate Seller hereby promises and covenants to Purchaser that, from the Property and conduct or cause to be conducted its business in Effective Date until the regular and ordinary courseClosing Date, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. Seller (bi) Maintain and keep shall maintain the Property in a good condition and repair businesslike manner in accordance with commercially reasonable business practices and in substantially shall not commit or permit to be committed any waste to the same condition as on the date hereofProperty, with the exception of ordinary wear and tear and damage as a result of a casualty. (cii) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, shall not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of BuyerPurchaser, any Improvement, Fixture or Equipment from the Land unless it is replaced with an item of at least equal value that is properly suited for its intended purpose, and (iii) shall keep in full force and effect all fire and extended coverage and liability insurance owned by Seller and currently covering the Property, which policies Seller may terminate as of the Closing Date or at any time thereafter. (b) Seller hereby promises and covenants to Purchaser that, from the end of the Inspection Period until the Closing Date, Seller shall not enter into any agreement or take any action without the prior written consent will of Purchaser (unless otherwise permitted under the terms of this Agreement) that would (i) constitute a further encumbrance of the Property, including, without limitation, entering into, modifying, amending or terminating any Lease or (ii) be outside the normal scope of maintaining and operating the Property, including, without limitation, entering into, modifying, amending or terminating any Service Contract that is not unreasonably withheldterminable without penalty on thirty (30) days or less written notice. If Seller takes any of the foregoing actions from the Effective Date until the end of the Inspection Period without the prior written consent of Purchaser, delayed Seller shall give Purchaser written notice of such action taken by Seller at least three (3) Business Days prior to the end of the Inspection Period. Notwithstanding the foregoing, Seller may not enter into, after the Effective Date, (i) any binding commitment or conditionedother agreement to sell any portion of the Real Property to any person other than Purchaser or (ii) without the prior written consent of Purchaser, any New Lease other than a New Lease with Potomac Retail Enterprises, Inc., Blinds to Go (U.S.), Inc. or any affiliate of either. (c) If Seller, as permitted in Subsection 6(b) above, enters into any Leases, or if there is any extension or renewal of any Leases, whether or not such Leases provide for their extension or renewal, or any expansion or modification of any Leases, in each case subsequent to February 7, 1997 (each a "New Lease"), Seller shall keep accurate records of all expenses incurred by Seller subsequent to February 7, 1997 in connection with each New Lease (collectively, "New Lease Expenses"), including, without limitation, the following: (i) brokerage commissions and fees relating to such leasing transaction, (ii) expenses incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with regard to such leasing transaction, including any reimbursements to the tenant for the cost of any of the foregoing, (iii) legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, provided, however, that the legal fees in regard to the New Leases for Potomac Retail Enterprises, Inc., Blinds to Go (U.S.), Inc. or any affiliate of either shall not exceed $15,000 in the aggregate for both New Leases, (iv) rent concessions relating to the demised space provided the tenant has the right to take possession of such demised space during the period of such rent concessions, and (v) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a New Lease to the landlord under another lease (whether or not such other lease covers space in the Real Property). At least three (3) Business Days prior to the end of the Inspection Period, Seller shall notify Purchaser of the amount and purpose of the anticipated New Lease Expenses for each New Lease entered into by Seller prior to the end of the Inspection Period. (d) Continue Notwithstanding anything to maintain all insurance the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute prior to the end of the Inspection Period summary proceedings against any tenant or to terminate any Lease as a result of a default by the tenant thereunder prior to the end of the Inspection Period, provided Purchaser is given written notice thereof at least three (3) Business Days prior to the institution of such proceedings or the termination of the Lease by Seller. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Real Property or any part thereof by any tenant. The removal of a tenant whose Lease has been terminated or against which summary proceedings have been instituted by Seller prior to the end of the Inspection Period as provided above, whether by summary proceedings or otherwise prior to the Closing Date, shall not give rise to any claim on the Property covering part of Purchaser. From and after the risks Inspection Period until the Closing Date, Seller shall not institute any summary proceedings against tenant or terminate any Lease without Purchaser's prior written approval. Further, Purchaser agrees that, except as set forth in Subsections 8(c) and 9(e), it shall not be grounds for Purchaser's refusal to close this transaction that any tenant is a holdover tenant or in the amounts of coverage in effect default under its Lease on the date hereofClosing Date and Purchaser shall accept title subject to such holding over or default without credit against, or reduction of, the Purchase Price. (e) Duly observe Promptly after the Effective Date, Seller agrees to request and perform all material termsdiligently pursue obtainment of, conditions and requirements prior to the end of the Tenant Inspection Period, an estoppel certificate in the form hereinafter required by this Subsection 6(e) (an "Estoppel Certificate") from each tenant and guarantor under a Lease, but in no event shall it be deemed to be an obligation of Seller under this Agreement to obtain executed Estoppel Certificates from any of the tenants or guarantors under the Leases, . The Estoppel Certificates shall be in the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or form annexed hereto as Exhibit I and shall be completed by Seller with the passage relevant information from the respective Leases; provided, however, if any tenant is required or permitted under its Lease at its election to provide less information or to otherwise make different statements in a certificate of timesuch nature than are set forth in Exhibit I annexed hereto, cause then prior to requesting an Estoppel Certificate from such tenant, Seller may modify the Estoppel Certificate for such tenant to set forth only the minimum statements, if any (as reasonably determined by Seller), required under such tenant's Lease to be made by such tenant in such a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief certificate. Concurrently with respect Seller's delivery to any tenant breaches or guarantor under a Lease of an Estoppel Certificate for such tenant's or guarantor's review and execution, Seller shall send a duplicate copy of the Tenant Leases, in accordance with Estoppel Certificate to Purchaser. Within two (2) Business Days of Seller's past practicesreceipt of any executed Estoppel Certificate from any tenant or guarantor under a Lease, Seller shall deliver it to Purchaser. Subject to Section 9(e) hereof, if any tenant has not executed and delivered to Seller an Estoppel Certificate by the Closing Date (other than a tenant who is a party to any proceeding listed on Schedule 2), Seller shall complete an Estoppel Certificate on behalf of such tenant (but not on behalf of any guarantor) showing no material changes or differences from the form of Estoppel Certificate required pursuant to this Subsection 6(e) or from the terms of the applicable Lease or the Confidential Information delivered to Purchaser prior to the end of the Inspection Period (a "Landlord Estoppel") and shall deliver same to Purchaser no later than one (1) Business Day prior to the Closing Date. Representations by Landlord set forth in any Landlord Estoppel shall constitute a Seller representation for all purposes hereunder and, accordingly, shall be subject to all limitations on Seller's representations (including, without limitation, those relating to survivability and Seller's liability with respect thereto) as set forth in Section 5 and otherwise in this Agreement; provided, however that any Landlord Estoppel for a particular Lease shall be rendered null and void by Purchaser's receipt of an Estoppel Certificate from the tenant of such Lease which complies with the terms of this Subsection 6(e) and shows no material changes or differences from the terms of the applicable Lease or Confidential Information delivered to Purchaser prior to the end of the Inspection Period. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item For a period of Property unless such contract or agreement can be terminated at will without obligation one-year after the Closing Date, Seller shall authorize each of Seller's Agents, for so long during such period as he or she remains in the employment of LPC and LPC remains the asset manager for Seller or Skopbank, to cooperate with Purchaser in all reasonable respects (Bas determined by Seller in its sole discretion). The terms of this Subsection 6(f) incur any mortgage indebtedness or other material indebtedness relating to shall survive the PropertyClosing under this Agreement. (g) Not takeSeller shall retain sole responsibility for completion of all matters set forth on Schedule 6, agree to take or affirmatively consent to the taking of any action in the conduct of the business of at Seller, or otherwise, which would be contrary to or in breach of any of the 's sole cost and expense. The terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (hSubsection 6(g) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before shall survive the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRAAgreement.

Seller’s Covenants. On Seller hereby covenants and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallagrees that: (a) Operate During the Property and conduct or cause to be conducted its business in the regular and ordinary courseContract Period, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except Seller will not enter into any service contracts binding upon Buyer other than in the ordinary course of business and on terms consistent with respect then current market conditions without Buyer's prior approval, which approval shall not be unreasonably withheld and shall be deemed given if Buyer should fail to items approve or disapprove any proposed contract in writing within five (5) working days following Seller's request for such action. (b) Following expiration of personal property that are no longer useful the Inspection Period, Seller will not enter into any leases for any portion of the Real Property without Buyer's prior approval, which approval shall not be unreasonably withheld and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge shall be deemed given if Buyer should fail to approve or otherwise encumber or dispose disapprove any proposed lease in writing within five (5) working days following Seller's request for such action. The cost to landlord of any item leasing commissions and/or tenant improvements payable in connection with the lease of propertyany portion of the Real Property which becomes effective at any time during the Contract Period shall be prorated between Buyer and Seller, without based on the prior written consent initial term of Buyerthe lease, which consent will not unreasonably withheldas of the Closing Date. Buyer shall be responsible for all such costs for any leases commencing after the Closing Date. (c) Between Seller's execution of this Agreement and the Closing Date, delayed or conditionedSeller shall maintain the Property in the normal course of business subject to Seller's obligations under the Lease, reasonable wear and tear excepted. (d) Continue Seller shall, without any cost or expense to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material termsSeller, conditions and requirements of use commercially reasonable efforts to obtain the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit Estoppel prior to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller covenants and after the date hereof through the Closing, except agrees as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallfollows: A. Seller will not (ai) Operate mortgage, pledge or subject the Property and conduct or any part thereof to an unbonded lien or other encumbrance, (ii) permit any mechanic’s or materialmen’s lien to attach against the Real Property, (iii) execute or cause or permit to be conducted its business in placed of record any document affecting title to any portion of the regular and ordinary courseReal Property, including (iv) enter into, or subject any portion of the Property to, any option contract, sales contract, or any other agreement, pursuant to which any party shall have any right to purchase any portion of the Property or (v) enter into any lease, assignment, amendment, modification, supplement or renewal and extension of Tenant any of the Leases, consistent with past practiceswithout first receiving Purchaser’s prior written approval, and exercise reasonable efforts to preserve intact the operation which approval shall not be unreasonably withheld or delayed. B. Seller will not sell or otherwise dispose of or remove any fixtures, mechanical equipment or any other item included within the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, C. Seller will not remove, sell, mortgage, pledge or otherwise encumber or dispose of do any item of property, act without the prior written consent of BuyerPurchaser which will materially adversely affect the warranties, which consent will not unreasonably withheldguarantees, delayed or conditionedbonds and other items delivered to Purchaser as specified in Section 1 (D) herein. D. Seller will comply with each and every material undertaking, covenant and obligation of the landlord under the Leases. E. Seller will maintain or cause to be maintained the Property consistent with past practices, including all plumbing, heating, ventilating, air conditioning and other mechanical and electrical systems contained in the Improvements, in good order and repair, reasonable wear and tear excepted. F. Seller will pay or cause to be paid all debts, taxes, fees, assessments, commissions, and other obligations related to the use and ownership of the Property up to the date of Closing, except for those items for which proration is agreed upon in accordance with the provisions of Section 10 herein. G. Seller will: (di) Continue to manage and operate the Property only in the ordinary and usual manner and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) deliver the Property on the Property covering Closing Date in substantially the risks and same condition it is in the amounts of coverage in effect on the date hereof. of this Contract, reasonable wear and tear excepted; (eiii) Duly observe give prompt written notice to Purchaser, by overnight delivery from a recognized national carrier, electronic mail and perform facsimile of any fire or other casualty affecting the Property after the Effective Date; and (iv) deliver to Purchaser, promptly after receipt by Seller, copies of all material terms, conditions and requirements notices of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default violation issued by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief governmental authorities with respect to the Property received by Seller after the Effective Date. H. Seller will give notice of termination to be effective at Closing with regard to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed management or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any leasing contract or fee arrangement between Seller and any other party for or in connection with the Real Property and all payments due thereunder will be paid in full by Seller prior to Closing and Seller shall hold Purchaser harmless from any claims thereunder, unless Purchaser, at its sole option, assumes any such agreement pertaining to any item of Property unless in writing. Seller further warrants and represents that all such contract or agreement can contracts and agreements shall be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Propertyeffective as of Closing, unless otherwise assumed by Purchaser as noted above. (g) Not take, agree to take I. Seller will promptly notify Purchaser in writing if any event occurs or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, condition exists which would be contrary to or in breach of renders any of the terms or provisions of this Agreement or which would cause any representation of Seller representations contained herein to be untrue or become materially untruemisleading. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents J. Seller will notify Ingles no later than January 1, 2016 that Purchaser and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated herebyhave entered into this Contract. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project P r oject Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. . (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage m o r tgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT Exhibit H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- SS 2510.3-101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller hereby covenants and after agrees with Buyer that: At all times from the date hereof through execution of this Agreement to the Closing Date, it shall maintain such casualty insurance on the Improvements as is presently maintained. Seller agrees to terminate, as of the Closing Date, any Contract relating to the Property which, on its face can be so terminated, unless Buyer requests otherwise by written notice to Seller prior to the expiration of the Inspection Period. To the extent the same are assignable by Seller, any Contracts which are designated by Buyer as Contracts which should not be terminated shall be assigned to, and assumed by, Buyer at Closing, which assignment shall be without recourse to Seller (the "Assigned Contracts"). Buyer shall have the right, but not the obligation, to assume any of the Assigned Contracts. Upon Buyer's assumption of the Assigned Contracts, Buyer shall become obligated for any outstanding obligations and/or duties of Seller under such Assigned Contracts as of the Closing. In the event that any party to an Assigned Contract with Seller fails or refuses to provide any required consent to the assignment of such Contract, except as otherwise consented such failure or refusal shall not constitute a default by Seller hereunder, but such Contract shall thereafter not be deemed an Assigned Contract hereunder and shall not be assigned to or approved by Buyer in writing or required by this AgreementBuyer. Seller shall assign its recourse rights to Buyer, Seller shall: (a) Operate the Property and conduct or cause on a non-exclusive basis, which assignment shall be without recourse to be conducted its business in the regular and ordinary courseSeller, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items all assignable warranties, guarantees, rights, remedies and all present or future causes of personal property that are no longer useful action from or against third parties and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge otherwise available to Seller or otherwise encumber or dispose any successor to Seller arising out of any item Assigned Contracts. After the expiration of propertythe Inspection Period and prior to Closing, Existing Leases shall not be terminated, modified, extended, or renewed (except in accordance with their terms) and no new lease shall be entered into without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renewconditioned. Seller shall provide Buyer with copies of any terminations, amend modifications, extensions, renewals or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after new leases executed during the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating Inspection Period but prior to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct end of the Inspection Period. Access, Inspection, Diligence Seller agrees that during the Inspection Period, Buyer and its authorized agents or representatives shall be entitled to enter upon the Real Property and the Improvements during normal business of Sellerhours upon forty-eight (48) hours advance written notice to Seller to make such investigations, studies and tests including, without limitation, surveys and engineering studies, as Buyer deems necessary or otherwise, which would be contrary advisable. Buyer acknowledges and agrees that Seller has permitted Buyer to or in breach of any of undertake the terms or provisions of Property Investigations pursuant to this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a courtesy to Buyer, but that Buyer does not have a "governmental plandue diligence" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller "free look" period under this Agreement, and that Buyer may only terminate this Agreement shall be conducted by during the Inspection Period if a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRATermination Condition occurs.

Seller’s Covenants. On Pending Closing. From and after the date hereof through of execution of this Agreement and until the Closing, except as otherwise consented subject to or approved by Buyer in writing or required by this AgreementSection 10.1 and the constraints of applicable operating agreements, Seller shall: SELLER (ai) Operate shall operate, manage and administer the Property in a good and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, workmanlike manner consistent with its past practices, and exercise reasonable efforts shall carry on its business with respect to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition manner as on before execution of this Agreement; (ii) shall maintain the date hereofbooks of account and records relating to the Property in the usual, regular and ordinary manner, in accordance with its usual accounting practices; (iii) shall give written notice to BUYER as soon as is practicable of any written notice received or given by SELLER with respect to any alleged breach by SELLER or any third party of any Lease or Material Contract or violation of law or lawsuit or similar claim; (iv) pay all taxes and assessments with respect to the exception Property that become due and payable prior to Closing; and (v) shall not sell, dispose of, or encumber the Property with a lien or mortgage (other than Permitted Encumbrances), except with respect to existing preferential purchase rights as provided herein, and with respect to the sale of ordinary wear and tear and damage as a result of a casualty. (c) Except Hydrocarbons in the ordinary course of business and with respect business. Notwithstanding the foregoing, SELLER shall have no obligation to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose extend the primary term of any item of propertythe Leases from which Hydrocarbons have never been produced or to renew same. From and after the date of execution of this Agreement and until the Closing, without subject to the constraints of applicable operating agreements, SELLER shall, except for emergency action taken in the face of serious risk to life, property or the environment (i) submit to BUYER, for prior written consent of Buyerapproval, which consent will not unreasonably withheld, delayed all requests for operating or conditioned. (d) Continue capital expenditures and all proposed contracts and agreements relating to maintain all insurance on the Property covering the risks and that involve individual commitments of more than $50,000, net to SELLER’s interest in the amounts of coverage in effect on Property, that would be required to be expended after the date hereof. of execution of this Agreement; (eii) Duly observe not enter into a contract that, if entered into prior to the execution date of this Agreement, would be required to be listed on Exhibit I; (iii) not terminate (unless such Material Contract terminates pursuant to its stated terms) or materially amend the terms of any Material Contract; (iv) not settle any suit or litigation or waive any material claims or rights of material value in each case attributable to the Property and perform all material terms, conditions and requirements of affecting the Tenant Leases, period after the Project Contracts, the Personal Property Leases, Effective Time; (v) not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew amend any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of with its Affiliates affecting any of the terms Property; and (vi) not approve or provisions elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well without BUYER’s prior written approval. In addition, from and after the execution date of this Agreement until Closing, SELLER shall not take any actions to complete the Xxxxx identified as the 9-2H Well (API No. 42-383-38815) and the 9-3H Well (API No. 42-383-38819) or which would cause authorize any representation of Seller contained herein such actions to be taken. On any matter requiring BUYER’s approval under this Section 10.1, BUYER shall respond within 72 hours from SELLER’s request for approval (or become materially untrue. (hsuch shorter period of time as may be required by the applicable operating agreement) Use its reasonable efforts (but without expending any substantial funds or exposing itself and failure of BUYER to any liability or respond within such time period shall release SELLER from the obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller BUYER’s approval before proceeding on such matter as SELLER may elect in its sole discretion. BUYER’s sole remedy for SELLER’s breach of its obligations hereunder and under this Section 10.1 shall be equal to the consummation BUYER’s actual damages, if any, not to exceed the Allocated Value for the portion of the transactions contemplated herebyProperty affected by such breach. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller hereby agrees and after covenants that between the date hereof through Agreement Date and the Closing Date or earlier termination of this Agreement: i. Seller shall not sell or agree to sell any items of machinery, equipment, or other assets of the Property or, except for the Operations Transfer Agreement and except in the ordinary course of business, otherwise enter into an agreement affecting the Property that would survive the Closing. ii. Seller shall operate, except as otherwise consented to or approved by Buyer in writing or required by this Agreementinsure, Seller shall: (a) Operate maintain, and repair the Property and conduct Facility, or cause the Facility to be conducted its business operated, insured, maintained, and repaired, diligently and in the regular ordinary course of business and ordinary coursein the same manner as the Facility is being operated, including the renewal and extension of Tenant Leases, consistent with past practicesmaintained, and exercise repaired during the Inspection Review Period, and shall use reasonable efforts to preserve intact for Purchaser the operation relationships of Seller with its suppliers, tenants, and others, as applicable. iii. There will be no change in ownership or control of any of the PropertyProperty prior to Closing without the prior written approval of Purchaser. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) iv. Except in the ordinary course of business and except for the Operations Transfer Agreement, Seller shall not enter into any new contract, commitment, or lease, or modify or reject any existing contract, commitment, or lease, affecting any part of the Property that would survive the Closing. v. Except with respect to items of personal property that are no longer useful and have been replaced with items of equivalent valuethe Operations Transfer Agreement, not removeSeller shall not, selldirectly or indirectly, mortgageinitiate, pledge or otherwise encumber or dispose of work on, consider, solicit, encourage, provide any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief information with respect to to, negotiate, or discuss any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease other offers or enter into any agreements relating to the acquisition of the equity or renew any contract or agreement pertaining to any item assets of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness Seller relating to the Property. (g) Not take, agree to take whether through the purchase or affirmatively consent to the taking sale of any action in the conduct of the business of Sellerassets, merger, stock acquisition, or otherwise. Seller will immediately notify Purchaser regarding any offer or proposed contact between Seller or its representatives and any other person regarding any such offer or proposal or any related inquiry or discussion. vi. Seller shall advise Purchaser promptly of any litigation, arbitration, condemnation, or administrative (including, without limitation, zoning, variance, code enforcement, and regulatory) proceedings before any officer, court, board, governmental body, or agency which concerns or effects the Property and of which Seller receives actual notice after the Agreement Date. vii. Seller shall not take or omit to take any action that would be contrary to or in breach have the effect of violating any of the terms representations, warranties, covenants, or provisions of this Agreement or which would cause any representation agreements of Seller contained herein to be or become materially untruein this Agreement. (h) Use viii. Seller hereby agrees not to misappropriate, disclose or use the confidential and priority information of Purchaser or its affiliates. ix. Seller hereby agrees and covenants that, both before and after Closing, it will cooperate with all reasonable efforts (but without expending requests from Purchaser with respect to obtaining any substantial funds consents or exposing itself to authorizations or making any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties notifications related to the performance sale of the Facility. x. Seller hereby agrees and covenants that, both before and after Closing, it will cooperate with all reasonable requests from the Purchaser and/or the New Operator with respect to obtaining any consents or authorizations or making any notifications related to the transfer of operations contemplated by Seller of its obligations hereunder the New Operator Lease Agreement and the consummation of the transactions contemplated herebyOperations Transfer Agreement. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Between the Effective Date and after the date hereof through the Closing, except as otherwise consented to Closing or approved by Buyer in writing or required by earlier termination of this Agreement, Seller shallcovenants and agrees: (a) Operate Seller shall maintain and operate the Property: (i) in the same manner in which Seller is currently operating and maintaining the Property (subject to restrictions set forth herein); (ii) in compliance with all applicable laws; and conduct or cause (iii) in a good and professional manner consistent with a first (1st) class commercial property; provided, however, to be conducted its business the extent there is a conflict between the foregoing, Seller shall comply by operating and maintaining the Property in the regular highest standard thereby required. The foregoing includes, without limitation, Seller’s obligation to pay all expenses relating to the Property as they become due. (b) Seller shall maintain casualty, liability and ordinary course, including the renewal and extension hazard insurance customarily held by prudent owners of Tenant Leases, consistent with past practices, and exercise reasonable efforts properties similar to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, Seller shall not remove, sell, mortgage, pledge pledge, hypothecate, grant, or otherwise encumber transfer or dispose of the Property or any item of propertyinterest therein or part thereof, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations applicable to the Property without the prior written consent of BuyerPurchaser, which consent will not unreasonably withheld, delayed or conditionedin Purchaser’s sole discretion. (d) Continue to maintain all insurance on Seller shall not amend or modify the Property covering Lease nor enter into any new leases or other occupancy agreements without the risks and prior written consent of Purchaser, in the amounts of coverage in effect on the date hereofPurchaser’s sole discretion. (e) Duly observe and perform all material terms, conditions and requirements Seller agrees that it will not sell and/or intentionally remove from the Property any Improvements which are located on the Real Property as of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. Effective Date. (f) Not, without Seller shall promptly notify Purchaser of any change in the Buyer's prior written consent physical condition of any portion of the Property or any change which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal impacts the economic value of the Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation which the Seller acquires actual knowledge after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the PropertyEffective Date. (g) Not take, agree to Seller shall not take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, make any omission which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of representations and warranties made by Seller contained herein to be or become materially untrueherein. (h) Use its reasonable efforts (but Seller shall not solicit, obtain, negotiate, document, send, receive, or discuss any offers or backup offers for the Property as long as this Agreement is in effect. Such restriction includes, without expending any substantial funds limitation, the delivery of due diligence materials to other parties, meeting or exposing itself to any liability discussing with same in connection with the Property, or obligation or risk) to obtain all necessary consents and authorizations of third allowing other parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating access to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereofProperty. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On and after During the period from the date hereof through to the ClosingClosing Date, except as otherwise consented Seller (i) shall, with respect to or approved by the Branches, Assets and Liabilities, use its reasonable efforts to preserve its business relationship with depositors, customers and others having business relationships with it and whose accounts will be retained at the Branches and Seller shall provide written notice to Buyer in writing the event it receives written notice of any loss (other than payment of a loan, or required by withdrawal of a time deposit, in accordance with its scheduled terms) or potential loss of any material business or customers (for this purpose, a loan relationship is material if that relationship, or group of related relationships, is in excess of $250,000 as of the date of this Agreement, and a deposit relationship is material if that relationship, or group of related deposit relationships, is in excess of $250,000 as of the date of this Agreement) related to the Loans or the Deposit Liabilities, (ii) will underwrite and administer the Loans, and originate any new loans that might become Loans to be purchased under this Agreement, in accordance with prudent, safe and sound underwriting and administration practices and applicable Legal Requirements, (iii) will maintain the Branches and Personal Property in their current condition, ordinary wear and tear excepted; and (iv) will conduct the business of the Branches and preserve the Assets and Liabilities in accordance with prudent, safe and sound commercial banking practices and applicable Legal Requirements. Seller shallcovenants with Buyer that, from the date hereof to Closing, Seller, except with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), will not: (a) Operate Sell, transfer, assign, lease, mortgage, pledge or otherwise dispose of or encumber or enter into any contract, agreement, or understanding to sell, transfer, assign, lease, mortgage, pledge or otherwise dispose of or encumber any of the Property Loans or other Assets (other than use of Cash on Hand and conduct or cause to be conducted its business supplies in the regular and ordinary course, including the renewal and extension course of Tenant Leases, business consistent with past practices, and exercise reasonable efforts to preserve intact practice) or Liabilities existing on the operation of the Propertydate hereof. (b) Maintain Fail to maintain policies of insurance as of the date hereof with respect to the Branches in the form and keep with the Property in good condition and repair and in substantially the same condition as coverage maintained on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Enter into any employment, agency or other contract or arrangement for the performance of personal services at the Branches, which is not terminable at will (at any time, with or without cause, and with or without notice) without liability to Buyer. (d) Fail to comply in all material respects with all Legal Requirements that relate to the conduct of the banking business at the Branches or the Assets. (e) Set interest rates at the Branches in a manner inconsistent with prudent, safe and sound banking practices, and without limiting the generality of the foregoing, (i) accept any deposits at higher than prevailing market rates in the geographic markets where the Branches are located at the time of such acceptance; (ii) change interest rates on existing deposits in a manner that is not consistent with the interest rate policies used with respect to Seller’s branches that are not Branches, or (iii) employ any special promotions to increase deposits, provided, that Buyer shall approve or disapprove any special promotion within two Business Days’ notice thereof. (f) Fail to maintain the Personal Property in a commercially reasonable manner and consistent with past practices. (g) Acquire or dispose of any Personal Property other than replacement of any Personal Property and normal maintenance and refurbishing in the ordinary course of business. (h) Pay or commit to pay (a) any bonus prior to Closing, or (b) pay or commit to pay prior to Closing, any salary, fee, or other compensation to any of its employees at the Branches at a rate in excess of that prevailing on the date hereof. (i) Make any new loans at the Branches to any Affiliated Person of the Seller or modify the terms of any existing loan at the Branches with any Affiliated Person of the Seller. (j) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent valueSeller’s business, not removemodify the interest rate or structure, sellor amend, mortgageextend or renew any term, pledge or otherwise encumber or dispose of any item of propertyLoans, grant any interest deferral or fee waivers, or deviate from industry standard and commercially reasonable collection procedures, including, without the prior written consent limitation, modification of Buyer, which consent will not unreasonably withheld, delayed payment terms or conditioneddue date(s). (dk) Continue to maintain all insurance on Establish new Deposit Liabilities at the Property covering the risks and Branches other than in the amounts ordinary course of coverage in effect on the date hereofbusiness consistent with Section 11(h) above. (el) Duly observe and perform all material terms, conditions and requirements File any application or give any notice to relocate or close any of the Tenant LeasesBranches or relocate or close any Branches, except for any notice that may be required to be filed in order to consummate the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Propertytransactions contemplated hereunder. (gm) Not take, agree Transfer any of Seller’s employees at the Branches to take another branch or affirmatively consent to the taking of any action in the conduct of the business office of Seller, or otherwise, which would be contrary any of its respective Affiliates. (n) Transfer to or from any Branch to or from any of Seller’s other operations or branches or those of its Affiliates any Assets or any Deposit Liabilities, except upon the unsolicited request of a depositor or customer. (o) Make or agree to make any material improvements to the Premises, except with respect to normal maintenance or refurbishing in breach the ordinary course of business. (p) Take any action that is intended or is reasonably likely to result in any of the terms covenants or provisions conditions to the transactions contemplated hereby not being materially satisfied or a material violation of any provision of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrueAgreement. (hq) Use its reasonable efforts (but without expending Agree with, or commit to, any substantial funds or exposing itself Person to do any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions things described in clauses (a) through (p) of this Section 11 except as expressly contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller hereby covenants and agrees with Buyer that: (a) At all times from the execution of this Agreement to the Closing Date, Seller shall maintain the Property in the same condition as the same is in as of the date of this Agreement, subject only to reasonable use and wear and the terms of Article 9 hereof. (b) At all times from the execution of this Agreement to the Closing Date, it shall maintain in force fire and extended coverage casualty insurance on the Improvements as shown on Schedule 4.2(b) attached hereto. (c) From and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this AgreementClosing Date, Seller shall: shall not (ai) Operate enter into any leases affecting the Property and conduct or cause any portion thereof or (ii) modify, amend, cancel, terminate, extend or change the terms of any Permitted Exception, (iii) apply any security deposit or (iv) enter into any other agreements with respect to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation sale or lease of the PropertyProperty or any portion thereof, in each case without the prior written consent of Buyer which may be granted or withheld in Buyer's sole discretion. (bd) Maintain From and keep after the Property in good condition and repair and in substantially date hereof through the same condition as Closing Date, Seller shall not enter into any new contracts or agreements or place any encumbrance on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertyProperty, without the prior written consent of Buyer which may be granted or withheld in Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof's sole discretion. (e) Duly observe and perform all material termsDuring the pendency of this Agreement, conditions and requirements Seller shall not remove from any of the Tenant LeasesProperty any Personal Property, the Project Contractsexcept if worn out, the and then only if replaced by Personal Property Leases, not knowingly do any act of equivalent or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease greater value and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. utility. (f) Not, without the Upon Buyer's prior written consent which shall not be unreasonably withheldrequest, delayed or conditioned for a period of one (A1) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation year after the Closing, Seller shall cooperate with Buyer to the extent reasonably necessary to obtain any permits not in existence on the Closing Date and necessary for the operation of all or (B) incur any mortgage indebtedness or other material indebtedness relating to portion of the Property. (g) Not takeDuring the pendency of this Agreement, agree to take or affirmatively consent to Seller shall promptly notify Buyer of the taking occurrence of any action in the conduct event or circumstance known to Seller that will make any representation or warranty of Seller to Buyer under this Agreement materially untrue or materially misleading as of the business Closing Date or any covenant of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of Seller under this Agreement or which would cause any representation incapable of Seller contained herein to be or become materially untruebeing performed. (h) Use its reasonable efforts (but without expending Seller agrees to terminate as of the Closing Date, any substantial funds property management, leasing brokerage and service contract or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties agreement relating to the performance Property (each, a "Property Contract") unless Buyer requests otherwise, by written notice to Seller of its obligations hereunder and prior to the consummation expiration of the transactions contemplated herebyInspection Period. All costs and expenses that result from such terminations shall be paid by Seller. Any Property Contracts which Buyer designates not to be terminated shall be assigned to Buyer at Closing (the "Assigned Contracts"). (i) On or before the Closing DateSeller shall make all records, cause to be terminated any management contract invoices, bills and other information and materials relating to the Property which is not assumed by Buyer consistent with the terms and conditions operation of the transaction described Property available for Buyer to inspect and copy and shall cooperate fully on EXHIBIT H attached hereto all reconciliations and made a part hereofaudits. (j) On or before Seller shall assign all warranties relating to the Closing Date, execute and deliver (or cause its designees Property to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRABuyer at Closing.

Seller’s Covenants. On and after Until the date hereof through the Closing, except as otherwise consented to Closing Date or approved by Buyer in writing or required by any earlier termination of this Agreement, Seller shall: (a) Operate Seller shall manage, operate, maintain and repair the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and substantially in accordance with Seller’s existing practices (including, without limitation, maintenance of substantially the same advertising and marketing programs for the Property in effect as of the date of this Agreement), normal wear and tear and damage by fire, casualty and eminent domain or condemnation excepted; provided, however, in no event shall Seller be obligated to make any capital improvements following the Execution Date (it being acknowledged and agreed that, solely for purposes of this paragraph, carpeting, paint, and other items repaired or replaced in the ordinary course of Seller’s business in making vacated units “rent ready” shall not be considered to be capital improvements). LEGAL02/34919558v5 (b) Seller shall not initiate or consent to, approve or otherwise take any action with respect to items zoning or any other governmental rules or regulations presently applicable to all or any part of personal property that are no longer useful and have been replaced with items of equivalent value, the Property. Seller will not remove, sell, mortgageassign, pledge rent, convey (absolutely or as security), grant a security interest in, or otherwise encumber or dispose of, the Property (or any material part thereof or estate therein), except as approved in writing by Buyer, in its sole discretion, or as expressly provided in this Agreement. Notwithstanding the foregoing, Seller shall have the right to (i) continue leasing apartment units in the Property in the manner authorized in this Agreement, (ii) terminate, amend or enter into Contracts in the manner authorized in this Agreement and (iii) use, deplete, remove or replace items of Personal Property in the ordinary course of business. (c) Except as provided in subsection (d) below, Seller shall not enter into any contracts affecting the Property which are not terminable upon prior notice of thirty (30) days or less and without payment of any item of property, fee or penalty without the obtaining Buyer’s prior written consent of Buyerconsent, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed conditioned or delayed. (d) Seller shall lease apartment units for the Property using Seller’ standard form lease for the Property at market rents and pursuant to Seller’ current normal and customary business practices; provided, however from and after the Due Diligence Date, Seller shall not, without obtaining Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned (A) renewor delayed, amend or extend enter into any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining amendment to an existing Lease for a term in excess of sixteen (16) months. Except as otherwise noted on the Rent Roll, as to any item of Property unless such contract or agreement can be terminated at will without obligation new leases entered into after the Closing or Due Diligence Date, the term shall not be less than six (B6) incur months. Seller shall not accept any mortgage indebtedness prepayment of rent or other material indebtedness amounts due under a Lease of more than two (2) months. (e) Seller shall promptly notify Buyer in writing of (i) any notice of condemnation proceeding commenced against the Property received by Seller from and after the Execution Date; and (ii) any litigation, arbitration or administrative hearing relating to the Property.Property or Seller’s ownership or operation thereof for which Seller receives written notice following the Execution Date. LEGAL02/34919558v5 (gf) Not take, agree to take or affirmatively consent to Promptly after the taking request of any action in the conduct of the business of Seller, or otherwiseBuyer, which would request will be contrary to or in breach made no more than every two (2) weeks (except that the request may be made within 7 days of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause even if less than two weeks from the prior request), Seller shall provide to be terminated Buyer any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before following that have been received since the Closing Date, execute and deliver (or cause its designees to execute and deliver) date of the last request: (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and copies of any material modifications of any existing Lease entered into by Seller; (ii) copies of any new service contract or material modification of any existing service contract entered into by Seller; (iii) copies of all written notices given or received by Seller asserting any material breach or material default under the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within Leases or the meaning of Section (3)(3) of ERISA, whether Service Contracts or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions any violation of the investors in such entity who are independent Approvals, Permitted Encumbrances or any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable to the Real Property or the Personal Property; (iv) copies of MIGRAany written notices given or received by Seller of any pending or threatened zoning change, tax appeal or special assessment; (v) listing of all pending eviction or unlawful detainer actions; (vi) an updated Rent Roll; and (vii) updated monthly operating statements for the Property.

Seller’s Covenants. On Seller covenants and after the date hereof through the Closing, except agrees as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallfollows: A. Seller will not (ai) Operate mortgage, pledge or subject the Property and conduct or any part thereof to an unbonded lien or other encumbrance, (ii) permit any mechanic’s or materialmen’s lien to attach against the Real Property, (iii) execute or cause or permit to be conducted its business in placed of record any document affecting title to any portion of the regular and ordinary courseReal Property, including (iv) enter into, or subject any portion of the Property to, any option contract, sales contract, or any other agreement, pursuant to which any party shall have any right to purchase any portion of the Property or (v) enter into any lease, assignment, amendment, modification, supplement or renewal and extension of Tenant any of the Leases, consistent with past practiceswithout first receiving Purchaser’s prior written approval, and exercise reasonable efforts to preserve intact the operation which approval may be withheld for any reason. B. Seller will not sell or otherwise dispose of or remove any fixtures, mechanical equipment or any other item included within the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, C. Seller will not remove, sell, mortgage, pledge or otherwise encumber or dispose of do any item of property, act without the prior written consent of BuyerPurchaser which will materially adversely affect the warranties, which consent will not unreasonably withheldguarantees, delayed or conditionedbonds and other items delivered to Purchaser as specified in Section 1 (D) herein. D. Seller will comply with each and every material undertaking, covenant and obligation of the landlord under the Leases. E. Seller will maintain or cause to be maintained the Property, including all plumbing, heating, ventilating, air conditioning and other mechanical and electrical systems contained in the Improvements, in good order and repair, reasonable wear and tear excepted. F. Seller will pay or cause to be paid all debts, taxes, fees, assessments, commissions, and other obligations related to the use and ownership of the Property up to the date of Closing, except for those items for which proration is agreed upon in accordance with the provisions of Section 10 herein. G. Seller will: (di) Continue to manage and operate the Property only in the ordinary and usual manner and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) deliver the Property on the Property covering Closing Date in substantially the risks and same condition it is in the amounts of coverage in effect on the date hereofof this Contract, reasonable wear and tear excepted; (iii) give prompt written notice to Purchaser, by overnight delivery from a recognized national carrier, electronic mail and facsimile of any fire or other casualty affecting the Property after the Effective Date; and (iv) deliver to Purchaser, promptly after receipt by Seller, copies of all notices of violation issued by governmental authorities with respect to the Property received by Seller after the Effective Date. H. Intentionally deleted. I. Seller will deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (ethe “Estoppel Certificates”) Duly observe from Xxxx-Xxxxx and perform all material terms, conditions Dollar General hereinafter referred to as the “Key Tenants” and requirements from other tenants representing at least seventy five percent (75%) of leased area of the Tenant LeasesProperty, exclusive of the Project Contractsarea of the Property leased to the Key Tenants under the Leases in the form attached hereto as Exhibit “D” or upon any similar form required by any lender to Purchaser; provided, however, that if a form of estoppel certificate is attached to or otherwise prescribed in an applicable Lease, then such form shall be deemed to be acceptable to Purchaser. Seller shall deliver all of the Personal Property Leases, not knowingly do any act or omit Estoppel Certificates to do any act, which will, upon Purchaser prior to Closing in the occurrence thereof or required form and each such Estoppel Certificate shall state: financial terms that are consistent with the passage financial terms disclosed on Exhibit B, no claim of timeoffset by the tenant, cause no default by Seller under the Leases and no circumstance which would with the giving of notice or passing of time be a material breach or material default by Seller under any Tenant Lease within the aforesaid time period. Each Guarantor of a Lease shall execute the attached Guarantee Estoppel attached hereto as Exhibit “E” without any amendments thereto. J. Seller will deliver to Purchaser, prior to Closing, duly executed originals of subordination, nondisturbance agreements (the “SNDA Agreements”) from the Key Tenants and any tenant that has recorded a memorandum of lease in the land records of Brunswick, Georgia, under the Leases in the form attached hereto as Exhibit “F” or upon any similar form required by any lender to Purchaser; provided, however, that if a form of SNDA Agreement is attached to or otherwise prescribed in an applicable Lease, Project Contract or Personal Property Lease and continue then such form shall be deemed to seek judicial and other appropriate relief with respect be acceptable to Purchaser. Seller shall deliver all of the SNDA Agreements without modification prior to Closing. K. Seller will deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (“REA Estoppel”) from all parties subject to any tenant breaches Reciprocal Easement Agreement or Easement with Covenants and Restrictions or similar agreement (the “Restrictive Agreement”), if any, in the form attached hereto as Exhibit “G”, by which the parties to the Restrictive Agreement shall certify that the Restrictive Agreement is in full force and effect, has not been modified or amended in any way, and to the best knowledge of the party giving the estoppel, the Seller is not in default under the Tenant Leasesapplicable instrument and all amounts, if any, owing under the Restrictive Agreement have been paid in accordance full by Seller. L. Seller will give notice of termination to be effective at Closing with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed regard to any management or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any leasing contract or fee arrangement between Seller and any other party for or in connection with the Real Property and all payments due thereunder will be paid in full by Seller prior to Closing and Seller shall hold Purchaser harmless from any claims thereunder, unless Purchaser, at its sole option, assumes any such agreement pertaining to any item of Property unless in writing. Seller further warrants and represents that all such contract or agreement can contracts and agreements shall be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Propertyeffective as of Closing, unless otherwise assumed by Purchaser as noted above. (g) Not take, agree to take M. Seller will promptly notify Purchaser in writing if any event occurs or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, condition exists which would be contrary to or in breach of renders any of the terms or provisions of this Agreement or which would cause any representation of Seller representations contained herein to be untrue or become materially untruemisleading. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller hereby covenants and agrees with Bxxxx that: (a) At all times from the execution of this Agreement to the Closing Date, Seller shall maintain the Property in the same condition as the same is in as of the date of this Agreement, subject only to reasonable use and wear and the terms of Article 9 hereof. (b) At all times from the execution of this Agreement to the Closing Date, it shall maintain such casualty insurance with respect to the Real Property and Improvements against fire and other hazards as is presently insured and shall maintain liability insurance with respect to the Real Property and Improvements as is presently insured, and all such policies shall be kept in full force and effect until the Closing Date. (c) From and after the date hereof through the Closing, except as otherwise consented to earlier of the termination of this Agreement or approved by Buyer in writing or required by this Agreementthe Closing Date, Seller shall: shall not (ai) Operate enter into any lease affecting the Property and conduct or cause any portion thereof or (ii) modify, amend, cancel, terminate, extend or change the terms of any Permitted Exception, or (iii) enter into any other agreements with respect to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation sale or lease of the PropertyProperty or any portion thereof, which shall expressly exclude those items included in Schedule B-1 attached hereto, in each case without the prior written consent of Buyer which may be granted or withheld in Bxxxx’s sole discretion. (bd) Maintain From and keep after the date hereof through the earlier of termination of this Agreement or the Closing Date, Seller shall not enter into any new contracts or agreements relating to the Property in good condition and repair and in substantially unless terminable on or prior to the same condition as Closing Date or place any encumbrance on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertyProperty, without the prior written consent of Buyer which may be granted or withheld in Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof’s sole discretion. (e) Duly observe and perform all material termsDuring the pendency of this Agreement, conditions and requirements Seller shall promptly notify Buyer of the Tenant Leases, occurrence of any event or circumstance known to Seller that will make any representation or warranty of Seller to Buyer under this Agreement materially untrue or materially misleading as of the Project Contracts, the Personal Property Leases, not knowingly do Closing Date or any act or omit to do any act, which will, upon the occurrence thereof or with the passage covenant of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. this Agreement incapable of being performed. (f) NotSeller agrees to terminate as of the Closing Date, without any property management or service contract or agreement relating to the Buyer's Property (each, a “Property Contract”) unless Buyer requests otherwise, by written notice to Seller prior written consent to the expiration of the Inspection Period; provided, however, the parties acknowledge those Property Contracts expressly listed on Schedule 4.2(f) as having been terminated by Seller but which include a termination notice period that shall extend beyond the Closing Date (each, a “Terminated Contract”), shall not constitute a violation by Seller of this Agreement and the parties shall work cooperatively to ensure Buyer shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal obligated under such Terminated Contracts and shall have no liability thereunder. All costs and expenses that result from such terminations shall be paid by Seller. Any Property Lease or enter into or renew any contract or agreement pertaining Contracts which Bxxxx designates in writing not to any item of Property unless such contract or agreement can be terminated shall be assigned to Buyer at will without obligation after Closing (the Closing or (B“Assigned Contracts”), provided, however, the parties acknowledge that the Definitive Agreement set forth on Schedule 4.2(f) incur any mortgage indebtedness or other material indebtedness relating to the Propertyshall constitute an Assigned Contract. (g) Not takeSeller shall make all records, agree to take or affirmatively consent invoices, bills and other information and materials relating to the taking of any action in the conduct operation of the business of Property available for Buyer to inspect and copy and shall cooperate fully on all reconciliations and audits, excepting however, any documents and information containing confidential and proprietary information pertaining to Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself Seller shall work cooperatively with Bxxxx, at no material cost to any liability or obligation or risk) Seller, to obtain effectuate the Master Plan Extension and transfer all necessary consents of Seller’s right, title and authorizations of third parties interest in and to the performance by Seller of its obligations hereunder and Master Plan Extension to Buyer in writing on the consummation Closing Date. Without limitation of the transactions contemplated herebyforegoing, Seller shall cause its representative to attend the December 2022 meeting of the Smithfield Planning Board as required in order to effectuate the Master Plan Extension. (i) On Seller has hired Triumvirate Environmental (“Triumvirate”) to decontaminate any necessary Fixtures and/or Personal Property located in or before on the Closing Real Property (the “Decontamination Work”). Prior to the Effective Date, cause Sxxxxx delivered to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions a copy of the transaction described on EXHIBIT H attached hereto Laboratory Decommissioning Report, prepared by Triumvirate, dated November 29, 2022 (the “Triumvirate Report”) which concludes that there are no present chemical, radiological or biological hazards or other contamination related to Seller’s activities or processes. Seller shall deliver the Fixtures and made a part hereofthe Personal Property to Buyer in the condition set forth in the Triumvirate Report. (j) On or before Seller shall assign all warranties, if any, and to the Closing Dateextent in Seller’s possession, execute and deliver (or cause its designees relating to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant Property to directions of the investors in such entity who are independent of MIGRABuyer at Closing.

Seller’s Covenants. On Seller covenants and agrees with Purchaser that between the Effective Date and the Closing Date (or from and after the date hereof through Closing Date for a period of three (3) months) with respect to Section 13.H below): A. As soon as reasonably possible after Seller’s receipt of written notice from any governmental authority of the Closinginstitution of any proceedings for the condemnation of the Real Property, or any portion thereof, or any other proceedings arising out of injury or damage to the Real Property, or any portion thereof, Seller will notify Purchaser of the pendency of such proceedings. B. At Purchaser’s written request delivered to Seller at least ten (10) days before Closing and specifying the Contracts to be cancelled, Seller will give notice of termination at Closing for all Contracts specified in Purchaser’s request which can be cancelled with thirty (30) days’ notice and without payment of a termination fee or penalty, and Purchaser shall assume such Contracts for the unexpired balance of such thirty (30) day period. C. After the Effective Date, Seller shall not, without Purchaser’s prior written consent, which consent shall not unreasonably be withheld, delayed or conditioned: (1) amend or modify the Lease or (2) terminate the Lease. D. Purchaser expressly acknowledges and agrees that Seller has no obligations with respect to the Property that survive Closing except as otherwise consented specifically set forth herein. The provisions of this Section 13.D. shall survive Closing. E. Seller shall continue to or approved by Buyer in writing or required by this Agreementoperate, Seller shall: (a) Operate maintain and repair the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items business, but shall not take any of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, the following actions without the prior written consent of BuyerPurchaser, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned prior to the expiration of the Review Period and thereafter, and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within ten (A10) renewbusiness days: (a) make or permit to be made any material alterations to or upon the Property (provided, however, Purchaser’s consent shall not be required for repairs or other work of an emergency nature, as required by law, or under the Lease, provided that Seller shall notify Purchaser of such work as soon as practicable), (b) enter into any contracts for the provision of services and/or supplies to the Property which are not terminable without premium or penalty by Purchaser upon no more than thirty (30) days’ prior written notice, or amend or modify any of the Contracts in any material respect, unless such Contract, as amended, may be terminated without premium or penalty by Purchaser upon no more than thirty (30) days’ prior written notice, (c) enter into any leases, licenses, or other occupancy agreements with respect to the Property or any part thereof, or extend any Project Contract or Personal Property (except pursuant to a provision of the existing Lease or enter into license), terminate or renew cancel (except in the event of a tenant default), or otherwise amend (except pursuant to a provision of the existing Lease or license that specifically contemplates or requires such amendment) any contract of the Lease or agreement pertaining licenses, (d) remove or permit the removal from the Property of any fixtures, mechanical equipment, or any other item included in the Property except when replaced with items of equal or greater quality and value by Seller prior to Closing, and except for the use and consumption at the Property of inventory, office and other supplies and spare parts, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in each case in the ordinary course of business, or (e) grant any item of easements or title encumbrances that will affect the Property unless such contract or agreement can be terminated at will without obligation any portion thereof after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to Date. Seller agrees that from the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions date of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, Seller shall: (i) at its expense, maintain its usual maintenance program for the Property, reasonable wear and tear and damage by fire or other casualty excepted, it being understood, however, that the Property is being sold in an “AS-IS” condition as provided in Section 7 hereof; (ii) continue to perform in all material respects its obligations as landlord under the Lease; (iii) not mortgage any part of the Property; (iv) not make any commitment or incur any liability to any labor union, through negotiations or otherwise with respect to the Property; and (v) maintain in full force and effect an all-risk casualty insurance policy for the Property and all improvements thereon, in substantially the same form as currently maintained. F. Promptly after receipt, Seller shall provide Purchaser with true and complete copies of any written notices that Seller receives from any governmental authority with respect to (i) any special assessments or proposed increases in the valuation of the Property; (ii) any condemnation or eminent domain proceedings affecting the Property or any portion thereof; or (iii) any material violation of any environmental law or any zoning, health, fire, safety or other law, regulation or code applicable to the Property. In addition, Seller shall deliver or cause to be terminated delivered to Purchaser, promptly upon the giving or receipt thereof by Seller, true and complete copies of any management contract relating to written notices of default or potential default or other material issue given or received by Seller under any of the Property Leases or licenses or any of the Contracts. G. Seller will advise Purchaser promptly of any suit, action, arbitration, or legal or other proceeding or governmental investigation which is not assumed instituted after the Effective Date and which concerns or affects Seller or the Property, other than any such matters (such as slip and fall and similar claims) that are covered by Buyer consistent Seller’s insurance. H. Seller shall use commercially reasonable efforts to assist Purchaser, at no cost to Seller, in connection with the terms and conditions transfer of the transaction described on EXHIBIT H attached hereto and made a part hereofany roof warranty. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On From and after the date hereof Date of Agreement through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallClosing Date: (a) Operate Seller shall operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, a manner consistent with past practicescurrent practice, and exercise reasonable efforts perform its material obligations under the Leases and Contracts. (b) Seller shall keep in existence all fire and extended coverage insurance policies, and all public liability insurance policies maintained on Seller's behalf that are in existence as of the Date of Agreement with respect to preserve intact the operation of the Property. (bc) Maintain Between the Date of Agreement and keep the Closing Date or earlier termination of this Agreement, Seller will not modify, extend, amend or terminate any existing Lease, nor enter into any new lease or occupancy agreement without the prior written consent of Purchaser except (i) if the same is done in the ordinary course of Seller’s ownership of the Property or (ii) if it is a lease termination by reason of a default by the tenant thereunder; provided, however, that after the Approval Date, Seller shall not enter into any new leases with corporate apartment tenants without Purchaser’s prior written approval in good condition and repair and each instance, which approval may be withheld in substantially the same condition as Purchaser’s sole discretion. All new tenant leases shall be on the date hereof, with the exception form of ordinary wear and tear and damage lease currently used by Seller or such other form as a result of a casualtymay be approved by Purchaser in its reasonable discretion. (cd) Except No security deposits shall be applied except in the ordinary course with respect to delinquent tenants. (e) Seller will not enter into any new Contract with respect to the Premises that would survive the Closing, unless such Contract is entered into in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, is terminable on not remove, sell, mortgage, pledge or otherwise encumber or dispose more than thirty (30) days notice without payment of any item of property, without the prior written consent of Buyerpenalty or is otherwise approved in writing by Purchaser, which consent will not unreasonably withheldapproval, delayed or conditioned. (d) Continue if sought prior to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material termsApproval Date, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation and if sought after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Approval Date, cause to may be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereofwithheld in Purchaser’s sole discretion. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller hereby agrees and after covenants to Purchaser that between the date hereof through Effective Date and the ClosingClosing Date, except as otherwise consented to or approved by Buyer in writing or required contemplated by this Agreement or with the prior written consent of Purchaser: i. Seller shall use its commercially reasonable effort to timely obtain any necessary third party consents for the valid conveyance, transfer, assignment or delivery of the Property being transferred per this Agreement. ii. Seller shall notify the Illinois Department of Revenue (the “IDR”) and shall request tax clearance certificates from IDR. No later than ten (10) business days prior to the Closing Date, Seller shall: shall (aA) Operate obtain either a full release of claims from the Property IDR with respect to all debts owed by Seller or a statement setting forth all IDR debts owed by Seller, and conduct or cause (B) provide Purchaser with a statement setting forth the amount owed by Seller with respect to be conducted its business in the regular all Illinois and ordinary coursefederal payroll, assessment and other taxes and all license fees, including supporting materials. iii. Seller shall maintain all of its books and records related to the renewal and extension of Tenant Leases, consistent Facility in accordance with past practices. iv. Seller shall pay when due all taxes, assessments and exercise reasonable efforts charges imposed upon Seller with respect to preserve intact the operation of Facility. v. Seller will satisfy and discharge or contest in good faith all claims, liens, security interests and encumbrances on the Property, except for the Permitted Exceptions. (b) Maintain and keep vi. Seller shall deliver the Property in good condition and repair and to Purchaser on the Closing Date in substantially the same condition and repair as on the date hereofEffective Date, with the exception of ordinary wear and tear and damage as a result of a casualtyexcepted. (c) Except vii. Seller will not sell any items of machinery, equipment, or other assets or Property used in connection with the Facility, other than in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditionedbusiness. (d) Continue to maintain all insurance viii. Seller shall not make any capital expenditures on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material termsFacility, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned except (A) renewin the event of a casualty or condemnation as permitted per the terms of this Agreement, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness to make ordinary and necessary repairs to the Facility, or other material indebtedness relating (C) to comply with a governmental or Life Safety Code regulation. ix. Seller shall not change employment terms for the Facility employees, or institute, amend, or terminate its employment benefit plans, except for normal and customary raises or amendments consistent with prior business practices. x. Seller shall maintain in force and renew as necessary on commercially reasonable terms the existing insurance policies as are now in effect for the Property. (g) Not take, agree to take or affirmatively consent to xi. From the taking of any action in Effective Date until through the conduct earliest of the business Closing Date or the termination of Sellerthis Agreement, Seller has not and shall not, directly or otherwiseindirectly, which would be contrary to or in breach of (a) enter into negotiations with any party other than Purchaser regarding the sale of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing DateProperty, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller covenants and after the date hereof through the Closing, except agrees as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallfollows: A. Seller will not (ai) Operate mortgage, pledge or subject the Property or any part thereof to an unbonded lien or other encumbrance, (ii) intentionally permit any mechanic’s or materialmen’s lien to attach against the Real Property, (iii) execute or cause or permit to be placed of record any document affecting title to any portion of the Real Property, and (iv) enter into, or subject any portion of the Property to, any option contract, sales contract, or any other agreement, pursuant to which any party shall have any right to purchase any portion of the Property and conduct (v) enter into any lease, assignment, amendment, modification, supplement or renewal of any of the Leases, without first receiving Purchaser’s prior written approval, which approval may be withheld for any reason. B. Seller will not sell or otherwise dispose of or remove any fixtures, mechanical equipment or any other item included within the Property except in the ordinary course of its business and as disclosed to Purchaser. C. Seller will comply with the landlord obligations under the Leases in a commercially reasonable manner. D. Seller shall maintain or cause to be conducted its business maintained the Property, including all plumbing, heating, ventilating, air conditioning and other mechanical and electrical systems contained in the regular Improvements, in good order and ordinary courserepair, including the renewal reasonable wear and extension of Tenant Leasestear excepted. E. Seller will pay or cause to be paid all debts, consistent with past practicestaxes, fees, assessments, commissions, and exercise reasonable efforts other obligations related to preserve intact the operation use and ownership of the PropertyProperty up to the date of Closing, except for those items for which proration is agreed upon in accordance with the provisions of Section 10 hereof. F. Between the date of this Contract and the Closing Date, Seller agrees that it will: (bi) Maintain manage and keep operate the Property only in good condition the ordinary and repair usual manner and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) deliver the Property on the Closing Date in substantially the same condition as it is in on the date hereofof this Contract, with the exception of ordinary reasonable wear and tear excepted; (iii) give prompt written notice to Purchaser, by overnight delivery from a recognized national carrier and damage as a result facsimile, of a casualty. any fire or other casualty affecting the Property after the date of this Contract; (civ) Except in the ordinary course deliver to Purchaser, promptly after receipt by Seller, copies of business and all notices of violation issued by governmental authorities with respect to items the Property received by Seller after the date of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditionedthis Contract. (d) Continue to maintain all insurance G. If Purchaser has not terminated this Contract on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions expiration of the transaction described on EXHIBIT H Review Period, Seller shall use commercially reasonable efforts to deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (the “Estoppel Certificates”) from each tenant under the Leases and each guarantor of each Lease, if any, in the form attached hereto and made a part hereof. (j) On as Exhibit “D” or before in such form prescribed by the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA Leases or, in the case of an entity which holds plan assetsa regional or national tenant, pursuant to directions on such tenant’s standard form. If all of the investors Estoppel Certificates have not been delivered to Purchaser in the required form and showing no claim of offset by the tenant, no default by Seller under the Leases and no circumstance which would with the giving of notice or passing of time be a default by Seller under any Lease, within the aforesaid time period, but have been delivered for all tenants with more than 4,000 square feet of leased space in the Real Property (“the Major Tenants”) and other tenants under the Leases who, together with the Major Tenants, lease store space in the Real Property containing not less than eighty percent (80%) of the total gross leasable area of the Real Property, Seller shall have the right to provide a Seller’s estoppel in the form of a Seller’s affidavit as to the matters contained in the Estoppel Certificate for any lease for which an Estoppel Certificate is not provided by the tenant. If Purchaser has not terminated this Contract on or before the expiration of the Review Period, Seller shall use commercially reasonable efforts to deliver to Purchaser, prior to Closing, duly executed originals of subordination, nondisturbance agreements (the “SNDA Agreements”) from the Major Tenants under the Leases and each guarantor of such entity who are independent Leases to the Major Tenants, if any, in the form attached hereto as Exhibit “E”. If all of MIGRAthe required SNDA Agreements have not been delivered to Purchaser in the required form without modification within the aforesaid time period, Purchaser may elect to terminate this Agreement, the Deposit shall be returned to Purchaser, and Purchaser shall have all other remedies under this Contract. (i) The Seller shall cause the Seller, XX Xxxx Properties, Inc., a Kentucky corporation and XX Xxxx (the “Parties Bound”) shall each execute at Closing non-compete and non-solicitation agreements (the “Non-Compete/Solicitation Agreements) whereby the Parties Bound and any affiliated entities shall agree and covenant that they shall not compete, directly or indirectly, with Purchaser or solicit current or future tenants of the Property for any business or leasing opportunity, within a radius of three miles from the Property for a term of four 4 years after Closing. The Non-compete/Solicitation shall not be applicable to the purchase of an existing shopping center by the Parties Bound. The Non-compete/Solicitation shall not be applicable to any existing tenant of the Property with less than 8,000 square feet of leased space in the Property. The Non-compete/Solicitation Agreements shall be personal and not be biding on the realty. The form of such Non-compete/Solicitation Agreements shall be negotiated between the Purchaser and the Parties Bound during the Review Period. If the form has not been agreed to by the Purchaser and the Bound Parties before the end of the Review Period, this Contract shall automatically terminate, the Deposit shall be returned by Escrow Agent to Purchaser, and neither party shall have any further responsibility under this Contract unless specifically stated to survive the termination of this Contract. (ii) The Purchaser shall cause the Purchaser and/or assigns, and Xxx X. Xxxxxxx (the “Parties Bound”) to each execute at Closing non-compete and non-solicitation agreements (the “Non-Compete/Solicitation Agreements) whereby the Parties Bound and any affiliated entities shall agree and covenant that they shall not compete, directly or indirectly, with Seller or solicit current or future tenants of the property known as Tullahoma Plaza(the Seller’s other shopping center in Tullahoma, TN) for any business or leasing opportunity, within a radius of three miles from the Property for a term of four 4 years after Closing. The Non-compete/Solicitation shall not be applicable to the purchase of an existing shopping center by the Parties Bound. The Non-compete/Solicitation shall not be applicable to any existing tenant of the Property with less than 8,000 square feet of leased space in the property known as Tullahoma Plaza(the Seller’s other shopping center in Tullahoma, TN). The Non-compete/Solicitation Agreements shall be personal and not be biding on the realty. The form of such Non-compete/Solicitation Agreements shall be negotiated between the Seller and the Parties Bound during the Review Period. If the form has not been agreed to by the Seller and the Parties Bound before the end of the Review Period, this Contract shall automatically terminate, the Deposit shall be returned by Escrow Agent to Purchaser, and neither party shall have any further responsibility under this Contract unless specifically stated to survive the termination of this Contract.

Seller’s Covenants. On Seller covenants that from the date of this Agreement: (a) Seller will not permit or suffer any mechanics', materialmen's or other similar lien, claim, or notice of an intention to file same, to be filed or claimed against the Property by reason of any work, labor, materials, services or supplies furnished or purportedly furnished to or for the Seller in connection with the Property from and after the date hereof through until the ClosingClose of Escrow, except unless such lien, claim, or notice was filed as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation a result of the Propertyacts or omissions of Buyer. (b) Maintain and keep In the event a demand is made by a governmental authority prior to the Close of Escrow to cure any violation of any applicable law, statute, code, ordinance, regulation, rule or restriction pertaining to or affecting the Property in good condition or Seller's use and repair operation thereof, Seller shall either (i) cure such violation prior to the Close of Escrow, or (ii) give Buyer written notice thereof, which written notice shall indicate that Seller does not intend to cure such violation (the "Violation Notice"). Within ten (10) business days of receipt of the Violation Notice, Buyer may elect to acquire title to the Property subject to such violation or terminate this Agreement, which shall entitle Buyer to the release and in substantially the same condition as on the date hereof, with the exception return of ordinary wear and tear and damage as a result of a casualtyfunds contemplated by Section 5 above. (c) Except in At all times prior to the ordinary course Close of business Escrow, Buyer and its representatives shall have full access to the Property with respect the right to items of personal property that are no longer useful conduct tests and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertyinvestigations (including, without limitation, boring holes and other intrusive tests and investigations, provided that Buyer shall repair or refill said holes and restore the Property to its prior written consent condition if the Close of Escrow does not occur, which obligation of Buyer shall survive the Close of Escrow or termination of this Agreement pursuant to the terms hereof) on, under and about the Property as may be required by Buyer, which consent will not unreasonably withheldand to all books, delayed accounts, records, contracts and documents of, or conditionedrelating to, the Property. Seller shall furnish or cause to be furnished to Buyer and its representatives all data and information concerning the Property requested by Buyer. (d) Continue to Seller will maintain all insurance on the Property covering the risks and in the amounts same condition and state of coverage in effect on repair as of the date hereof, subject to natural disasters or Buyer's acts or omissions. (e) Duly observe From and perform all material terms, conditions after the Effective Date through and requirements including the Close of Escrow (or the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage earlier termination of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, this Agreement in accordance with Seller's past practices. (f) Notits terms), without the Buyer's prior written consent which Seller shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or lease, rental agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to occupancy agreement for all or any portion of the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller hereby covenants and after the date hereof through the Closing, except agrees as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall------------------ follows: (a) Operate During the Property Contract Period, Seller will exercise reasonable and conduct or cause good faith efforts (i) to be conducted its business operate and maintain the Properties in the regular and ordinary course, including the renewal and extension of Tenant Leases, a manner consistent with past practicescurrent practices and (ii) to comply, where such compliance is the obligation of Seller (and exercise reasonable efforts not of a tenant or other party) in all material respects with all material laws and regulations applicable to preserve intact the operation of the Property.Properties; (b) Maintain During the Contract Period, Seller will not sell or otherwise dispose of any significant items of Personal Property unless replaced with an item of like value, quality and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty.utility; (c) Except Following the Effective Date and until the end of the Contract Period, Seller shall not enter into or modify any Contracts relating to the operation or maintenance of a Property, except for (i) those entered into in the ordinary course of business with parties which are not affiliates of Seller and with respect (A) which are cancelable upon not more than thirty (30) days prior notice without penalty or premium or (B) which require payments to items the applicable vendor of personal property that are no longer useful and have been replaced with items of equivalent value$2,000 or less per year , not remove, sell, mortgage, pledge or (ii) those otherwise encumber or dispose of any item of property, without the prior written consent of approved in writing by Buyer, which consent will approval shall not be unreasonably withheldwithheld and shall be deemed given if Buyer should fail to approve or disapprove proposed Contract matters in writing within three (3) business days following Seller's written request (which shall include all material information necessary to allow Buyer to make an informed decision). At Buyer's written request provided at least three (3) business days prior to the Closing Date, delayed Seller shall deliver notice of termination on the Closing Date as to any and all Contracts that Buyer desires to terminate, provided that such termination shall be effective following any notice or conditioned.waiting period for such termination described in the Contract. Notwithstanding the foregoing, Seller shall terminate all property management agreements and exclusive leasing agreements applicable to the Properties as of the Closing Date, at Seller's expense; (d) Continue Following the Effective Date and until the end of the Contract Period, Seller will not execute or modify in any material fashion any Leases or any ground lease, other than with Buyer's prior consent, which shall be deemed given if Buyer (in the person of Xxxxxxxx Xxxxxxxxx, Chairman, Xxxxxx Xxxxxxxxx, Vice Chairman, Xxxx Xxxxxxxxx, President, or Xxxxxxx XxXxxx, Vice President, of the general partner of Buyer) should fail to maintain approve or disapprove proposed lease matters in writing within five (5) business days following Seller's written request (which shall include all insurance on the Property covering the risks material information necessary to allow Buyer to make an informed decision). Buyer shall exercise its rights of approval of leasing matters reasonably and in good faith. Seller shall use reasonable efforts to continue to seek leases for the amounts of coverage Properties in effect on the date hereof.a manner consistent with present practice; (e) Duly observe and perform all material termsDuring the Contract Period, conditions and requirements Seller shall not voluntarily create, consent to or acquiesce in the creation of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act liens or omit exceptions to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, title without the Buyer's prior written consent which consent, provided that Buyer shall not be unreasonably withheld, delayed withhold or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining delay consent to any item proposed matters affecting title necessary to maintain or enhance the value of Property unless such contract or agreement can be terminated at will without obligation after the Closing or pertinent Property; (Bf) incur any mortgage indebtedness or other material indebtedness relating to During the Property.Contract Period, Seller shall maintain its currently effective policies of property insurance and rental loss insurance for the Improvements; (g) Not takeDuring the Contract Period, agree Seller shall use commercially reasonable efforts (but at no material cost to take or affirmatively consent Seller except as may otherwise be expressly provided in this Agreement) to obtain all third party and governmental approvals and consents necessary to consummate the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue.transactions contemplated hereby; (h) Use During the Contract Period, Seller shall maintain its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents books accounts and authorizations of third parties to the performance by Seller of its obligations hereunder records in accordance with generally accepted accounting principles and the consummation of the transactions contemplated hereby.in a manner consistent with past practice; (i) During the Contract Period, Seller shall observe and comply with the material terms and conditions of all Contracts, Leases, Property licenses, and Property approvals; (j) During the Contract Period, Seller shall not knowingly or intentionally take any action which would cause the representations and warranties contained in Section 4.1 (other than as permitted in this Agreement) to cease to be true and correct in all material respects as of the Closing Date as though then made and shall promptly notify Buyer of any event, circumstances or discovery inconsistent therewith; (k) During the Contract Period, Seller shall comply in all material respects with the Leases and all existing easements, covenants, conditions, restrictions and other encumbrances affecting any Property; (l) On or before the Closing Date, cause Seller shall deliver to be terminated any management contract relating Buyer an environmental insurance policy with respect to the Property which is not assumed by Buyer consistent with on the terms and conditions set forth in Exhibit O attached to this Agreement; ---------- (m) During the Contract Period, Seller shall use reasonable efforts to provide Buyer with copies of any written notices received by Seller during the Contract Period, which notices relate to matters described in Section 4.1; (n) During the Contract Period, Seller shall notify Buyer of any litigation filed against Seller or concerning any of the transaction described on EXHIBIT H attached hereto Properties during the Contract Period within a reasonable period of time after Seller is made aware of such litigation and made a part hereofExhibit E shall be revised to include such litigation; ---------- (o) Seller will cooperate with Deloitte & Touche ("D&T"), acting as auditors for Buyer, in connection with an audit of 1999 and 2000 combined financial statements for the Properties, including allowing D&T access to all relevant records of Seller, access to Seller's MRI system and rendering such other assistance as is reasonable, which audit will begin after the Effective Date and conclude within 75 days after Closing; provided that Buyer shall pay all fees and expenses charged by D&T for such audit; . (jp) On or before During the Closing DateContract Period, execute and deliver (or cause its designees in cooperation with Buyer, Seller shall use commercially reasonable efforts to execute and deliver) (i) obtain from the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning City of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA orSacramento evidence satisfactory to Buyer, in the case exercise of an entity which holds plan assetsits reasonable judgment, pursuant that the fact that a building is built over the lot line in Discovery Plaza property is not a violation of any zoning, building, subdivision, or other law, ordinance, rule, or regulation and that there will be no prohibition against rebuilding the building in the same location. Notwithstanding the foregoing, Buyer shall have no right to directions terminate this Agreement or to seek a reduction in the Purchase Price in the event that the City of the investors in Sacramento is not willing to provide such entity who are independent of MIGRAevidence to Buyer.

Seller’s Covenants. On and after Seller covenants with Purchaser that, from the date hereof through the Closing, except as otherwise consented Effective Date until Settlement (or sooner termination of this Agreement pursuant to or approved by Buyer in writing or required by this Agreement, Seller shall:its terms): (a) Operate Seller shall operate, manage, maintain and repair the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, a manner consistent in all material respects with past practicespractice but in any event in accordance with applicable contractual obligations, legal requirements and judicial and administrative orders and proceedings. However, without Purchaser’s prior written consent (which Purchaser may grant or withhold in its sole and absolute discretion), Seller shall not enter into any contract that would affect the Property after Settlement. Seller shall not alter (or suffer or permit the alteration of) the Property without Purchaser’s prior written consent in each instance (which Purchaser may grant or withhold in its sole and absolute discretion), and exercise reasonable efforts Seller shall not cause, permit or suffer any waste to preserve intact the operation of the Property. (b) Maintain Without Purchaser’s prior written consent (which Purchaser may grant or withhold in its sole and keep absolute discretion), Seller shall not take any action affecting the zoning classification or the land use or development approvals of, or (except for actions effectuating the release of liens or encumbrances) title to, the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualtyor file any tax appeal or other proceeding. (c) Except Seller shall maintain in force and effect the ordinary course policies of business property insurance (for full replacement cost) and liability insurance in effect on the Effective Date (or replacement policies providing comparable coverages) and Seller shall comply with respect to items all of personal property that are no longer useful and have been replaced with items the terms of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditionedsuch policies. (d) Continue to maintain Seller immediately shall terminate all insurance on negotiations with any other parties regarding the sale of the Property covering (or any direct or indirect interests therein) and not market (or suffer or permit the risks and marketing of) the Property (or any direct or indirect interests therein) for sale, accept or consider offers for the sale of the Property (or any direct or indirect interests therein) or engage in negotiations with anyone (other than Purchaser) that has expressed or may express an interest in acquiring the amounts of coverage in effect on the date hereofProperty or any portion thereof or any direct or indirect interest therein. (e) Duly observe and perform all material termsSeller promptly shall (i) deliver to Purchaser a copy of any written notice that Seller receives from any governmental authority, conditions and requirements of the Tenant Leasesinsurance company, the Project Contracts, the Personal Property Leases, not knowingly do any act adjacent property owner or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief tenant with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) notify Purchaser in writing of any facts coming to Seller’s attention indicating the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning inaccuracy of Section (3)(3) any of ERISA, whether Seller’s representations or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under warranties in this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRAAgreement.

Seller’s Covenants. On and after From the date hereof through Contract Commencement Date until the earlier termination of this Agreement or the Closing, Seller shall use commercially reasonable efforts to (except as otherwise consented to or approved by Buyer Purchaser in writing writing, which consent or required by this Agreementapproval shall not be unreasonably withheld, Seller shall:conditioned or delayed): (a) Operate operate the Property and conduct or cause to be conducted its business Business in the regular and ordinary course, including the renewal and extension of Tenant Leases, course consistent with Seller’s past practices, and exercise reasonable efforts to preserve intact the operation of the Property.; (b) Maintain and keep not create any Liens upon the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty.Transferred Assets; (c) Except preserve and keep all of its books and records related to or prepared in connection with the Transferred Assets, subject to Seller’s normal document retention protocol. Seller shall permit representatives and agents of Purchaser to duplicate any material contained in such books and records at no cost to Seller; (d) obtain, on or prior to the Closing, any consents required to be obtained by Seller necessary for Seller to fulfill its obligations to consummate the transactions contemplated hereby; (e) comply in all material respects with all applicable Law, in conjunction with the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (f) file federal, state, and local tax returns, and pay all amounts then due (other than those amount being disputed in good faith and with appropriate proceedings), for all periods through and including the Closing Date; (g) not sell, lease or otherwise dispose of all or any part of any Facility or the Transferred Assets other than in the ordinary course of business. In addition, Seller shall not sell, lease, transfer to other Facility or locations or otherwise dispose of any Property other than in the ordinary course of business, which shall be replaced with items of the same or better quality and in a manner consistent with its ordinary course; (h) not enter into any agreement for the performance of material capital expenditures at the Real Property (or any portion thereof) which will not be paid for by Seller prior to the Closing or enter into any capital or equipment leases for the Property (or any portion thereof); (i) promptly notify Purchaser of any litigation, arbitration or administrative proceeding pending or, to Seller’s Knowledge, threatened against Seller, which challenges the transactions contemplated herein; and (j) provide Purchaser with all material information regarding census and payroll; (k) reasonably cooperate with Purchaser with respect to all transitional matters; (l) not increase in any manner the rate or terms of compensation or benefits of any Facility Employees, except as may be required under existing employment agreements or benefit plans or in the ordinary course of business and consistent with respect past practices, (m) not hire any new employees other than in the ordinary course of business consistent with past practices; provided that Seller shall consult with Purchaser prior to items of personal property that are no longer useful and have been replaced with items of equivalent value, hiring any management-level employee; (n) not remove, sell, mortgage, pledge or otherwise encumber or dispose terminate the employment of any item employees (other than pursuant to Section 8 or in the ordinary course of propertybusiness); provided that Seller shall consult with Purchaser prior to terminating any management-level employee; (o) after consultation with Purchaser, permit Purchaser and/or its representatives to have a reasonable presence at the Facility and to interact with Facility staff, subject to all applicable Laws, provided that such presence does not interfere with the operations of the Facility or the staff’s obligations and duties; (p) after consultation with Purchaser, permit Purchaser and/or its representatives to hold group meetings with Facility Employees for purposes of addressing employment and transitional matters; provided that such presence does not, materially interfere with the operations of the Facility or the staff’s obligations and duties; (q) permit Purchaser and/or its representatives to tour the Facility for purposes of determining capital expenditure needs provided that such presence does not, materially interfere with the operations of the Facility or the staff’s obligations and duties; and (r) afford Purchaser’s and/or Purchaser’s employees, auditors, legal counsel, representatives of Purchaser’s and/or Purchaser’s lenders, or other authorized representatives all reasonable opportunity and access during normal business hours upon reasonable notice to inspect and investigate the Transferred Assets, including for review of all accounting records and other business records, provided that such inspections do not materially interfere with the operations of the Facility. Notwithstanding the foregoing, neither Purchaser nor Purchaser shall conduct, or cause to be conducted, any invasive or destructive testing without the Seller’s prior written consent of Buyerconsent, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller covenants and after agrees as follows: A. Seller will not (i) mortgage, pledge or subject the date hereof through Property or any part thereof to an unbonded lien or other encumbrance, (ii) permit any mechanic’s or materialmen’s lien to attach against the ClosingReal Property, except as otherwise consented (iii) execute or cause or permit to be placed of record any document affecting title to any portion of the Real Property, (iv) enter into, or approved by Buyer in writing subject any portion of the Property to, any option contract, sales contract, or required by this Agreementany other agreement, pursuant to which any party shall have any right to purchase any portion of the Property or (v) upon the expiration of Review Period, enter into any lease, assignment, amendment, modification, supplement or renewal of any of the Leases, without first receiving Purchaser’s prior written approval, which approval may be withheld for any reason. B. Outside the ordinary course of business, Seller shall: (a) Operate the Property and conduct will not sell or cause to be conducted its business in the regular and ordinary courseotherwise dispose of or remove any fixtures, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of mechanical equipment or any other item included within the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, C. Seller will not remove, sell, mortgage, pledge or otherwise encumber or dispose of do any item of property, act without the prior written consent of BuyerPurchaser which will materially adversely affect the warranties, which consent will not unreasonably withheldguarantees, delayed or conditionedbonds and other items delivered to Purchaser as specified in Section 1 (D) herein. D. Seller will comply with each and every material undertaking, covenant and obligation of the landlord under the Leases. E. Seller will maintain or cause to be maintained the Property, including all plumbing, heating, ventilating, air conditioning and other mechanical and electrical systems contained in the Improvements, in good order and repair, reasonable wear and tear excepted. F. Seller will pay or cause to be paid all debts, taxes, fees, assessments, commissions, and other obligations related to the use and ownership of the Property up to the date of Closing, except for those items for which proration is agreed upon in accordance with the provisions of Section 10 herein. G. Seller will: (di) Continue to manage and operate the Property only in the ordinary and usual manner and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) deliver the Property on the Property covering Closing Date in substantially the risks and same condition it is in the amounts of coverage in effect on the date hereof. of this Contract, reasonable wear and tear excepted; (eiii) Duly observe give prompt written notice to Purchaser, by overnight delivery from a recognized national carrier, electronic mail and perform facsimile of any fire or other casualty affecting the Property after the Effective Date; and (iv) deliver to Purchaser, promptly after receipt by Seller, copies of all material terms, conditions and requirements notices of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default violation issued by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief governmental authorities with respect to the Property received by Seller after the Effective Date. H. Seller will give notice of termination to be effective at Closing with regard to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed management or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any leasing contract or fee arrangement between Seller and any other party for or in connection with the Real Property and all payments due thereunder will be paid in full by Seller prior to Closing and Seller shall hold Purchaser harmless from any claims thereunder, unless Purchaser, at its sole option, assumes any such agreement pertaining to any item of Property unless in writing. Seller further warrants and represents that all such contract or agreement can contracts and agreements shall be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Propertyeffective as of Closing, unless otherwise assumed by Purchaser as noted above. (g) Not take, agree to take I. Seller will promptly notify Purchaser in writing if any event occurs or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, condition exists which would be contrary to or in breach of renders any of the terms or provisions of this Agreement or which would cause any representation of Seller representations contained herein to be untrue or become materially untruemisleading. (h) Use its reasonable efforts (but without expending any substantial funds J. Seller will pay prior to or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to at Closing for the performance by Seller of its obligations hereunder and the consummation installation of the transactions contemplated herebystoplight per its agreement with Kroger. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller agrees that between the __________________ date of this Agreement and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this AgreementClosing Date, Seller shall: (a) Operate At its sole cost and expense, maintain the Property in its present condition and conduct make all necessary repairs to it not caused by ordinary wear and tear or cause a casualty, subject to be conducted its business the terms contained in the regular Paragraphs 6 and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property11. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereofNot settle any existing real estate tax protests, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge claims or otherwise encumber or dispose of any item of property, proceedings without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the BuyerPurchaser's prior written consent in each instance, which shall not be unreasonably withheld. (c) Not enter into any leases, delayed or conditioned (A) renewsubleases, amend or extend any Project Contract or Personal licenses to occupy, options, occupancy agreements, occupancy arrangements with respect to the Property Lease which shall survive Closing or enter into or renew any contract or agreement pertaining amendment to any item agreement relating to the Property which shall survive Closing except with Purchaser's prior written consent in each instance, which Purchaser may withhold in its sole discretion. Seller hereby discloses that the Biltmore Arizona Resort has utilized a portion of the parking located at the Property unless such contract or agreement can be terminated at will without obligation on an occasional overflow basis and that Seller shall terminate any rights, if any, of the Biltmore Arizona Resort to utilize the parking on the Property after the Closing Closing. (d) Not dispose of any Personal Property included in the sale or encumber any of it, except that Seller may dispose of any such Personal Property in the ordinary course of the operation of the Property if such Personal Property is simultaneously replaced with like Personal Property of similar quality and utility. (Be) incur Promptly notify Purchaser of any mortgage indebtedness casualty or change in valuation, eminent domain or other material indebtedness relating proceeding affecting the Property or to Seller's knowledge threatened with respect to the Property. (f) Deliver the Property to Purchaser, vacant and free and clear of all leases, tenancies and occupants and all Personal Property not included in this sale and clear of debris. (g) Not takeComply with all federal, agree state and local laws affecting the Property on a going forward basis but Seller shall not be obligated to take or affirmatively consent to cure any existing violations of federal, state and local laws affecting the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrueProperty. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself Seller agrees to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent comply with the terms and conditions of the transaction described on EXHIBIT H attached hereto Ground Lease and made a part hereofnot to enter into any amendments to the Ground Lease other than the Ground Lease Amendment without Purchaser's prior written consent which may be withheld in Purchaser's sole discretion. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On In addition to all other conditions set forth herein and after Seller's obligation to sell and convey the date hereof through Property to Buyer, between the ClosingEffective Date and the Closing Date, except as otherwise consented to or approved by Buyer in writing or required by earlier termination of this Agreement, Seller shallcovenants and agrees as follows: (a) Operate Seller shall continue to operate and maintain the Property and conduct or cause to be conducted its business in the regular same manner in which Seller has operated and ordinary course, including maintained the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact Property for the operation of the Propertylast twelve (12) months. (b) Maintain Seller shall maintain all casualty, liability and keep the Property hazard insurance currently in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and force with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (gc) Not takeSeller shall not (except as otherwise specifically permitted or required pursuant to this Agreement, agree to take or affirmatively consent to as otherwise agreed or permitted by Buyer in writing in Buyer's reasonable discretion) (i) grant, create or allow the taking creation of any action in the conduct of the business of Sellereasement, right-of-way, encumbrance, lien, restriction, or otherwiseassessment on title that affects the Property (and at Seller's sole expense, which would be contrary to or in breach shall promptly cause the removal of any of the foregoing upon notice thereof), unless, such easement or right-of-way is required by a government agency, quasi-government agency or a utility company, or (ii) amend, extend or otherwise modify the terms of any existing easement, right-of-way, encumbrance, lien, restriction or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents assessment that affects the Property. Between the Effective Date and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause Seller covenants and agrees not to be terminated (x) terminate, amend or otherwise modify any management contract relating Intangible Property, or (y) enter into any further or amend any existing agreements, contracts or leases with respect to the Property without the written consent of Buyer. (d) Seller shall promptly advise Buyer in writing of any material adverse change in the physical condition of any of the Property, the occurrence of any event or the discovery of any fact which would render any representation or warranty of Seller to Buyer in this Agreement untrue or materially misleading, and any written notice or other communication from any third person alleging that the consent of such third person is not assumed or may be required in connection with the transactions contemplated by this Agreement. (e) If Seller (or Seller's affiliates) receives from a third party a bona fide offer to purchase the parcels adjacent to the Property, which are currently owned by Gadamis Property LLC (or any other of Seller's affiliates), Seller must first give written notice to Buyer consistent of said offer. Buyer shall have ten (10) days from the date of receipt of said offer to provide Seller with a written acceptance of the offer, upon the terms and conditions as set for therein. If Xxxxx fails to accept the said offer within the ten (10) days provided herein, Seller shall proceed to sell to said third party in accordance with the terms of the transaction described on EXHIBIT H attached hereto and made a part hereofoffer. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller covenants and after agrees as follows: A. Seller will not (i) mortgage, pledge or subject the date hereof through Property or any part thereof to an unbonded lien or other encumbrance, (ii) permit any mechanic’s or materialmen’s lien to attach against the ClosingReal Property, (iii) execute or cause or permit to be placed of record any document affecting title to any portion of the Real Property, (iv) enter into, or subject any portion of the Property to, any option contract, sales contract, or any other agreement, pursuant to which any party shall have any right to occupy any portion of the Real Property or use any portion of the Personal Property, or (v) enter into any lease, assignment, amendment, modification, supplement or renewal of a lease, including without limitation, as to the Leases, without first receiving Purchaser’s prior written approval, which approval shall not be unreasonably withheld. If Purchaser has not approved or disapproved any such request from Seller within five (5) days following receipt thereof, Purchaser shall be deemed to have approved such request. B. Seller will not sell or otherwise dispose of or remove any fixtures, mechanical equipment or any other item included within the Property, except as otherwise consented to or approved by Buyer in writing or the course of regular and/or required by this Agreement, maintenance and management. C. Seller shall: (a) Operate the Property and conduct will pay or cause to be conducted its business in the regular and ordinary coursepaid all debts, including the renewal and extension of Tenant Leasestaxes, consistent with past practicesfees, assessments, commissions, and exercise reasonable efforts other obligations related to preserve intact the operation use and ownership of the PropertyProperty up to the date of Closing, except for those items for which proration or adjustment is agreed upon in accordance with the provisions of Section 10 hereof, including, but not limited to: all real estate, personal property and other taxes of every kind; all charges for consumption of utilities; and all commissions or broker’s fees, if any. D. Between the Effective Date and the Closing Date, Seller agrees that it will: (bi) Maintain manage and keep operate the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except only in the ordinary course and usual manner and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) give prompt written notice to Purchaser, by overnight delivery from a recognized national carrier and facsimile, of business any fire or other casualty affecting the Property after the date of this Contract; and (iii) deliver to Purchaser, promptly after receipt by Seller, copies of all written notices of violation issued by governmental authorities with respect to the Property received by Seller after the date of this Contract. E. Seller will not intentionally or knowingly do any act, which will materially adversely affect the warranties, guarantees, bonds and other items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, delivered to Purchaser without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditionedPurchaser. (d) Continue F. Seller will comply with each and every material undertaking, covenant and obligation of the landlord under the Leases. G. Seller shall maintain or cause to maintain be maintained the Property, including all insurance on the Property covering the risks plumbing, heating, ventilating, air conditioning and other mechanical and electrical systems contained in the amounts of coverage Improvements, in effect on the date hereofgood order and repair, reasonable wear and tear excepted. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, H. If Purchaser has not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project terminated this Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On on or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions expiration of the transaction described on EXHIBIT H Review Period, Seller shall use commercially reasonable efforts to deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (the “Estoppel Certificates”) from each tenant under the Leases and each guarantor of each Lease, if any, substantially in the form attached hereto as Exhibit “F” or any other commercially reasonable form as may be requested or required by Tenant, Purchaser’s lender or the Leases. If an Estoppel Certificate from any Tenant has not been delivered to Purchaser within the aforesaid time period, Purchaser may elect to terminate this Agreement; provided, however, that if Seller is unable to obtain any of such Estoppel Certificates, Seller shall instead deliver a landlord’s estoppel on behalf of such tenants as may be necessary to achieve such requirement and made such condition shall thereby be deemed satisfied. Seller shall deliver landlord estoppel certificates for each tenant lease on which Seller was unable to obtain a part hereof. (j) On tenant Estoppel Certificate. If Purchaser has not terminated this Contract on or before the Closing Dateexpiration of the Review Period, execute Seller shall use commercially reasonable efforts to deliver to Purchaser, prior to Closing, duly executed originals of subordination, nondisturbance agreements (the “SNDA Agreements”), if applicable, from each tenant under the Leases and deliver (or cause its designees to execute and deliver) (i) each guarantor of each Lease, if any, substantially in the Investment Representation Letter form attached hereto and made a part hereof as EXHIBIT I and (ii) Exhibit “F-1” or any other commercially reasonable form as may be requested or required by Tenant, Purchaser’s lender or the Registration Rights Leases. If an SNDA Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If from any Tenant has not been delivered to Purchaser within the aforesaid time period, Purchaser may elect to terminate this Agreement; provided, however, that if Seller is an "employee benefit plan" within unable to obtain any of such SNDA Agreements, the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this required SNDA Agreement shall be conducted deemed delivered and any condition related thereto satisfied if the applicable lease contains a provision subordinating such lease to any mortgage now or hereafter encumbering the Property (except for Bi-Lo, Inc. for which a signed SNDA Agreement shall be required). If Purchaser has not terminated this Contract on or before the expiration of the Review Period, Seller shall use commercially reasonable efforts to deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates from any other party to any operating agreement or reciprocal easement agreements affecting the Property, substantially in a format approved by a fiduciary Seller and Purchaser, or any other commercially reasonable form as may be requested or required by any such party, Purchaser’s lender or any such agreement (“REA Estoppel Certificates”). If all of Seller which is independent of MIGRA or, the REA Estoppel Certificates have not been delivered to Purchaser in the case required form within the aforesaid time period, Purchaser may elect to terminate this Agreement; provided, however, that if Seller is unable to obtain any of such REA Estoppel Certificates, Seller shall instead deliver an entity estoppel on behalf of such parties as may be necessary to achieve such requirement and such condition shall thereby be deemed satisfied. Seller shall deliver REA estoppel certificates for each agreement on which holds plan assets, pursuant Seller was unable to directions of the investors in such entity who are independent of MIGRAobtain a REA Estoppel Certificate.

Seller’s Covenants. On Seller hereby covenants and after the date hereof through the Closing, except agrees as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall------------------ follows: (a) Operate During the Property Contract Period, Seller will exercise reasonable and conduct or cause good faith efforts (i) to be conducted its business operate and maintain the Properties in the regular and ordinary course, including the renewal and extension of Tenant Leases, a manner consistent with past practicescurrent practices and (ii) to comply, where such compliance is the obligation of Seller (and exercise reasonable efforts not of a tenant or other party) in all material respects with all material laws and regulations applicable to preserve intact the operation of the Property.Properties; (b) Maintain During the Contract Period, Seller will not sell or otherwise dispose of any significant items of Personal Property unless replaced with an item of like value, quality and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty.utility; (c) Except Following the Effective Date and until the end of the Contract Period, Seller shall not enter into or modify any Contracts relating to the operation or maintenance of a Property, except for (i) those entered into in the ordinary course of business with parties which are not affiliates of Seller and with respect (A) which are cancelable upon not more than thirty (30) days prior notice without penalty or premium or (B) which require payments to items the applicable vendor of personal property that are no longer useful and have been replaced with items of equivalent value$2,000 or less per year , not remove, sell, mortgage, pledge or (ii) those otherwise encumber or dispose of any item of property, without the prior written consent of approved in writing by Buyer, which consent will approval shall not be unreasonably withheldwithheld and shall be deemed given if Buyer should fail to approve or disapprove proposed Contract matters in writing within three (3) business days following Seller's written request (which shall include all material information necessary to allow Buyer to make an informed decision). At Buyer's written request provided at least three (3) business days prior to the Closing Date, delayed Seller shall deliver notice of termination on the Closing Date as to any and all Contracts that Buyer desires to terminate, provided that such termination shall be effective following any notice or conditioned.waiting period for such termination described in the Contract. Notwithstanding the foregoing, Seller shall terminate all property management agreements and exclusive leasing agreements applicable to the Properties as of the Closing Date, at Seller's expense; (d) Continue Following the Effective Date and until the end of the Contract Period, Seller will not execute or modify in any material fashion any Leases or any ground lease, other than with Buyer's prior consent, which shall be deemed given if Buyer (in the person of Xxxxxxxx Xxxxxxxxx, Chairman, Xxxxxx Xxxxxxxxx, Vice Chairman, Xxxx Xxxxxxxxx, President, or Xxxxxxx XxXxxx, Vice President, of the general partner of Buyer) should fail to maintain approve or disapprove proposed lease matters in writing within five (5) business days following Seller's written request (which shall include all insurance on the Property covering the risks material information necessary to allow Buyer to make an informed decision). Buyer shall exercise its rights of approval of leasing matters reasonably and in good faith. Seller shall use reasonable efforts to continue to seek leases for the amounts of coverage Properties in effect on the date hereof.a manner consistent with present practice; (e) Duly observe and perform all material termsDuring the Contract Period, conditions and requirements Seller shall not voluntarily create, consent to or acquiesce in the creation of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act liens or omit exceptions to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, title without the Buyer's prior written consent which consent, provided that Buyer shall not be unreasonably withheld, delayed withhold or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining delay consent to any item proposed matters affecting title necessary to maintain or enhance the value of Property unless such contract or agreement can be terminated at will without obligation after the Closing or pertinent Property; (Bf) incur any mortgage indebtedness or other material indebtedness relating to During the Property.Contract Period, Seller shall maintain its currently effective policies of property insurance and rental loss insurance for the Improvements; (g) Not takeDuring the Contract Period, agree Seller shall use commercially reasonable efforts (but at no material cost to take or affirmatively consent Seller except as may otherwise be expressly provided in this Agreement) to obtain all third party and governmental approvals and consents necessary to consummate the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue.transactions contemplated hereby; (h) Use During the Contract Period, Seller shall maintain its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents books accounts and authorizations of third parties to the performance by Seller of its obligations hereunder records in accordance with generally accepted accounting principles and the consummation of the transactions contemplated hereby.in a manner consistent with past practice; (i) On or before During the Closing DateContract Period, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent Seller shall observe and comply with the material terms and conditions of the transaction described on EXHIBIT H attached hereto all Contracts, Leases, Property licenses, and made a part hereof.Property approvals; (j) On During the Contract Period, Seller shall not knowingly or before intentionally take any action which would cause the representations and warranties contained in Section 4.1 (other than as permitted in this Agreement) to cease to be true and correct in all material respects as of the Closing DateDate as though then made and shall promptly notify Buyer of any event, execute and deliver (circumstances or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. discovery inconsistent therewith; (k) If During the Contract Period, Seller shall comply in all material respects with the Leases and all existing easements, covenants, conditions, restrictions and other encumbrances affecting any Property; (m) During the Contract Period, Seller shall use reasonable efforts to provide Buyer with copies of any written notices received by Seller during the Contract Period, which notices relate to matters described in Section 4.1; (o) Seller will cooperate with Deloitte & Touche ("D&T"), acting as auditors for Buyer, in connection with an audit of 1999 and 2000 combined financial statements for the Properties, including allowing D&T access to all relevant records of Seller, access to Seller's MRI system and rendering such other assistance as is an "employee benefit plan" reasonable, which audit will begin after the Effective Date and conclude within 75 days after Closing; provided that Buyer shall pay all fees and expenses charged by D&T for such audit; . (p) During the meaning Contract Period, in cooperation with Buyer, Seller shall use commercially reasonable efforts to obtain from the City of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA orSacramento evidence satisfactory to Buyer, in the case exercise of an entity which holds plan assetsits reasonable judgment, pursuant that the fact that a building is built over the lot line in Discovery Plaza property is not a violation of any zoning, building, subdivision, or other law, ordinance, rule, or regulation and that there will be no prohibition against rebuilding the building in the same location. Notwithstanding the foregoing, Buyer shall have no right to directions terminate this Agreement or to seek a reduction in the Purchase Price in the event that the City of the investors in Sacramento is not willing to provide such entity who are independent of MIGRAevidence to Buyer.

Seller’s Covenants. On Sellers hereby covenant with Buyer as follows: ------------------ A. Each of the matters with respect to which a Seller has made a representation and after the date hereof through the Closing, except as otherwise consented warranty to or approved by Buyer in writing or required by this AgreementSection 11 shall be continuing, Seller shall: (a) Operate the Property ---------- shall be true and conduct or cause to be conducted its business correct in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation all material respects as of the Close of Escrow and shall be deemed remade by such Seller as of the Close of Escrow with the same force and effect as if in fact made at that time. B. Except as permitted by the Asset Purchase Agreements, no Seller shall execute any new lease, occupancy or license agreement or any other agreement respecting the use or occupancy of any Property. (b) Maintain and keep C. Except as permitted by the Property in good condition and repair and in substantially the same condition as on the date hereofAsset Purchase Agreements, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertySeller shall, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do enter into any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief contract with respect to any tenant breaches Property that will survive the Close of Escrow or will otherwise affect the use, operation or enjoyment of the Property after the Close of Escrow. D. All existing insurance policies affecting the Properties, or equivalent coverage, shall remain continuous ly in force through the Close of Escrow. X. Xxxxxxx shall promptly (and in any event prior to the Close of Escrow) notify Buyer of any change in any condition with respect to the Property or of any event or circumstance that makes any representation or warranty of a Seller to Buyer under the Tenant Leases, in accordance with Seller's past practicesthis Agreement materially untrue or misleading. (f) Not, without the Buyer's prior written consent which The liability of a Seller or Sellers for a breach of any covenant herein shall not be unreasonably withheldmerged into any instrument of conveyance delivered at the Close of Escrow and shall survive the Close of Escrow for a period of two (2) years. The covenants and survival periods set forth herein shall not be deemed or construed as limiting, delayed waiving or conditioned (A) renewrelinquishing any statutory or common law right or remedy, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after and, except as provided herein, the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct effect of the business of Seller, or otherwise, which would be contrary to or covenants made in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall not be conducted diminished or deemed to be satisfied by a fiduciary of Seller which is independent of MIGRA orany inspections, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRAtests or investigations made by Buyer or its agents.

Seller’s Covenants. On and after During the period from the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this AgreementClosing Date, Seller shall: will (a) Operate i), with respect to the Property Branches, Assets and conduct or cause to be conducted Liabilities, use its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise commercially reasonable efforts to preserve intact the operation business relationship with depositors, customers and others having business relationships with it and whose accounts will be retained at the Branches and Seller shall provide written notice to Buyer in the event it receives written notice of any loss or potential loss of any material business or customers related to the Property. Deposit Liabilities, (bii) Maintain and keep maintain the Property Branches in good condition and repair and in substantially the same condition as on the date hereoftheir current condition, with the exception of ordinary wear and tear excepted, (iii) conduct the business of the Branches and damage as a result preserve the Assets and Liabilities in accordance with prudent, safe and sound commercial banking practices and applicable Legal Requirements, (iv) notify Buyer within twenty-four (24) hours of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose Seller becoming aware of any item material change to Seller’s representations and warranties set forth in Section 9(g) (Regulatory Approval). Other than as may be required by any Governmental Authority or Legal Requirement, and except as set forth in Schedule 12 of propertythe Seller Disclosure Schedule, without Seller covenants with Buyer that, from the date hereof to Closing, Seller, except with the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned.not: (da) Continue Sell, transfer, assign, lease, mortgage, pledge or otherwise dispose of or encumber or enter into any contract, agreement, or understanding to maintain all insurance sell, transfer, assign, lease (except as set forth on Schedule 2(m)), mortgage, pledge or otherwise dispose of or encumber any of the Property covering the risks and Assets (other than use of Cash on Hand in the amounts ordinary course of coverage in effect business consistent with past practice) or Liabilities existing on the date hereof. (b) Enter into any employment, agency or other contract or arrangement for the performance of personal services at the Branches, which is not terminable at will (at any time, with or without cause, and with or without notice) without liability to Buyer. PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 (c) Fail to maintain policies of insurance as of the date hereof with respect to the Branches in the form and with the coverage maintained on the date hereof. (d) Fail to comply in all material respects with all Legal Requirements that relate to (1) the conduct of the banking business at the Branches, (2) the Assets, or (3) the Deposit Liabilities. (e) Duly observe Set interest rates at the Branches or for any deposits connected to the Branches in a manner inconsistent with prudent, safe and perform all material termssound banking practices, conditions and requirements without limiting the generality of the Tenant Leasesforegoing, (i) accept any deposits at higher than prevailing market rates in the Project Contractsgeographic markets where the Branches are located at the time of such acceptance; (ii) change interest rates on existing deposits at higher than prevailing market rates in the geographic markets where the Branches are located, or (iii) employ any special promotions unique to the markets served by the Branches to increase deposits, unless Buyer consents to such special promotion; and provided further, that Buyer shall approve or disapprove any special promotion within two (2) Business Days’ notice thereof. (f) Fail to maintain the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or in a commercially reasonable manner and consistent with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take Acquire or affirmatively consent to the taking dispose of any action in Personal Property other than pursuant to commitments made on or before the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions date of this Agreement and which are identified on Schedule 12(g) of the Seller Disclosure Schedule, and except for replacement of any Personal Property and normal maintenance and refurbishing or which would cause use in the ordinary course of business; provided however, that Seller shall make no capital expenditures nor any representation contract or commitment for capital expenditures in excess of Seller contained herein to be $10,000 for any individual expenditure and $50,000 in the aggregate for any one (1) project for furniture, fixtures or become materially untrueequipment for a Branch. (h) Use its reasonable efforts Pay or commit to pay (but without expending a) any substantial funds bonus prior to Closing, or exposing itself (b) pay or commit to pay prior to Closing, any salary, fee, or other compensation to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and employees at the consummation Branches at a rate in excess of that prevailing on the transactions contemplated herebydate hereof. (i) On or before Establish new Deposit Liabilities at the Closing Date, cause to be terminated any management contract relating to Branches other than in the Property which is not assumed by Buyer ordinary course of business consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereofSection 12(d) above. (j) On File any application or give any notice to relocate or close any of the Branches or relocate or close any Branches. (k) Transfer any employees (other than Excluded Employees) currently employed at any of the Branches to another branch of Seller or any of its Affiliates. (l) Transfer to or from any Branch to or from any of Seller’s other operations or branches or those of its Affiliates any Assets or any Deposit Liabilities, except upon the unsolicited request of a depositor or customer. (m) Amend, terminate or extend in any material respect any Branch Lease except as set forth in Schedule 12(m). PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 (n) Make or agree to make any material improvements to the Branches, except with respect to commitments for such made on or before the Closing Datedate of the Agreement as set forth on Schedule 12(n), execute improvements required as a result of casualty and deliver normal maintenance in the ordinary course of business. (o) Make any significant change to the employees at the Branches or cause its designees any material changes in the duties or responsibilities of any of them other than in the ordinary course of business. (p) Default with respect to execute and deliverany provision of any insurance policy now or hereafter in effect relating to the Branches that would reasonably be expected to result in the cancellation of such insurance policy. (q) Take any action that is intended or is reasonably likely to result in any of the covenants or conditions to the transactions contemplated hereby not being materially satisfied or a material violation of any provision of this Agreement. (ir) Agree with, or commit to, any Person to do any of the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and things described in clauses (iia) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. through (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3q) of ERISA, whether or not Seller qualifies this Section 12 except as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRAexpressly contemplated hereby.

Seller’s Covenants. On Seller hereby covenants and after agrees as follows: a) Prior to the date hereof through Closing Date, Seller shall not permit any new mortgage, lien, easement, restriction, or other encumbrance to be placed upon the ClosingProperty, or increase the amount secured by the Property, except as otherwise consented previously agreed to or approved by Buyer in writing or required by this Agreementas may be (considering all other liens, mortgages, and pro-rations to be made or discharged at Closing) discharged completely out of the Purchase Price. b) Prior to the Closing Date, Seller shall:shall as its expense terminate any service contracts affecting the Property, unless otherwise requested in writing by Buyer. (ac) Operate Seller, without being required to incur any expenses to third parties, shall reasonably cooperate with Buyer in obtaining the Property and conduct or cause to be conducted its business in the regular and ordinary courseconsent, including the renewal and extension of Tenant Leases, consistent with past practicesapproval, and exercise reasonable efforts other action or inaction of all Governmental Units and any other persons or entities (including, but not limited to, any architectural review board of the equivalent thereof) desirable or necessary for the Project and to preserve intact obtain any Approvals. d) Seller shall obtain any lot split and legal description approval necessary under local law for the operation lawful and proper conveyance of the Property. e) Seller shall notify Buyer immediately of the institution or maintenance of any condemnation or similar proceedings with respect to the Property. In the event any condemnation or similar proceedings are instituted or maintained with respect to a portion of the Property, either party may elect to terminate this Agreement in which Buyer shall receive a full refund of the Deposit and all other amounts paid into Escrow hereunder. In the event that neither party elects to terminate this agreement all condemnation proceeds collected in connection with such proceedings shall be delivered to Buyer upon the Closing. All entitlement to all other condemnation proceeds arising out of such proceedings shall be assigned by Seller to Buyer upon the Closing. In the event the Real Property is damaged before Closing (bfor instance, a spill of hazardous materials) Maintain in a manner not contemplated herein (for instance, Seller's demolition of improvements thereon, unless the same are not to be demolished pursuant to the other provisions hereof), then Seller shall immediately notify Buyer of the same and keep the Buyer shall have the option of terminating this Agreement the same as if Buyer had terminated the Agreement during the Feasibility Period. f) To the extent Seller has actual knowledge; Seller shall promptly notify Buyer of any material change in any condition with respect to the Property in good condition and repair and or of any event or circumstance which makes any representation or warranty of Seller untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed. g) At closing, Seller shall deliver the Property to Buyer with all structures in substantially the same condition as on said structures were at the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrueagreement. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On and after Between the date hereof through of the execution of this Agreement and the Closing, except as otherwise consented Seller agrees to or approved by Buyer in writing or required by this Agreementcontinue to maintain, Seller shall: (a) Operate operate and manage the Property and conduct or cause to be conducted its business Premises in the regular same manner between the Effective Date and ordinary coursethe Closing Date as it currently is being managed and operated, including making every reasonable effort to do nothing which might damage the renewal reputation of the Premises or its relations with its tenants. Seller agrees to enter into no material agreements or contracts and to incur no major expenses relating to the Premises prior to the Closing Date except for material agreements and contracts in replacement or extension of Tenant Leases, existing agreements and contracts and on terms and provisions generally consistent with past practices, the existing contracts or current market conditions and exercise reasonable efforts to preserve intact except for major expenses which are consistent with existing operating or capital budgets for the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertyPremises, without the Purchaser's prior written consent of Buyerconsent, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can . Each Complex shall be terminated at will without obligation after in the same condition on the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to Date as on the Property. (g) Not takeEffective Date, agree to take or affirmatively consent to reasonable and ordinary wear and tear from normal use excepted. Notwithstanding the taking of any action in the conduct of the business of Sellerforegoing, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before on the Closing Date, cause to be terminated any management contract relating all apartments that have been vacated at least five (5) business days prior to the Property which is Closing Date shall be in rentable condition and prepared and ready for occupancy. As used in this Agreement, the term "in rentable condition" shall mean that all mechanical, electric and plumbing systems in that apartment unit are operational, and that all decor items, such as paint, wall coverings and carpet, are in a clean and presentable condition. Purchaser and its representatives shall have the right from and after the Effective Date to enter upon each Complex during normal business hours for the purposes of examining the same and conducting such inspections, tests and investigations of each Complex and the Premises as it may desire, so long as Purchaser and its representatives do not assumed by Buyer consistent unreasonably interfere with the terms and conditions operation of the transaction described on EXHIBIT H attached hereto Premises. Purchaser agrees to indemnify and made a part hereof. hold Seller harmless from and against any liens, claims, actions, charges, damages, expenses (jincluding, without limitation, attorney's fees and court costs) On or before and liabilities incurred through the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) exercise by Purchaser of the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, privilege granted in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRApreceding sentence.

Seller’s Covenants. On Seller hereby covenants and agrees with Buyer that: (a) At all times from the execution of this Agreement to the Closing Date, Seller shall maintain the Property in the same condition as the same is in as of the date of this Agreement, subject only to reasonable use and wear and the terms of Article 9 hereof. Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree that the Seller shall maintain the Property and the Personal Property in the same manner as heretofore conducted and existing. Such requirements are further defined in Schedule 4.2(a) attached hereto. (b) At all times from the execution of this Agreement to the Closing Date, it shall maintain such casualty insurance with respect to the Real Property and Improvements against fire and other hazards as is presently insured and shall maintain liability insurance with respect to the Real Property and Improvements as is presently insured, and all such policies shall be kept in full force and effect until the Closing Date. (c) From and after the date hereof through the Closingearlier of termination of this Agreement or the Closing Date, except as otherwise consented other than an agreement with Skanska pertaining to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation maintenance of the Property, Seller shall not (i) enter into any lease affecting the Property or any portion thereof or (ii) modify, amend, cancel, terminate, extend or change the terms of any Permitted Exception, or (iii) enter into any other agreements with respect to the sale or lease of the Property or any portion thereof, in each case without the prior written consent of Buyer which may be granted or withheld in Buyer’s sole discretion. (bd) Maintain From and keep after the Property in good condition and repair and in substantially date hereof through the same condition as earlier of termination of this Agreement or the Closing Date, Seller shall not enter into any new contracts or agreements unless terminable on or prior to the Closing Date or place any encumbrance on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertyProperty, without the prior written consent of Buyer which may be granted or withheld in Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof’s sole discretion. (e) Duly observe and perform all material termsDuring the pendency of this Agreement, conditions and requirements Seller shall not remove from any of the Tenant LeasesProperty any Personal Property, the Project Contractsexcept if worn out, the and then only if replaced by Personal Property Leases, not knowingly do any act of equivalent or omit greater value and utility except for equipment that shall be removed from the Property prior to do any actthe Closing Date, which willexcluded equipment Seller and Buyer will mutually agree upon prior to the expiration of the Inspection Period (as hereinafter defined) but in any event, upon the occurrence thereof or with the passage of time, cause a material breach or material default agreement by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue Buyer on the excluded equipment will be a condition precedent to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. Closing. (f) NotDuring the pendency of this Agreement, without Seller shall promptly notify Buyer of the Buyer's prior written consent which shall not be unreasonably withheld, delayed occurrence of any event or conditioned (A) renew, amend circumstance known to Seller that will make any representation or extend any Project Contract warranty of Seller to Buyer under this Agreement materially untrue or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item materially misleading as of Property unless such contract or agreement can be terminated at will without obligation after the Closing Date or (B) incur any mortgage indebtedness or other material indebtedness relating to the Propertycovenant of Seller under this Agreement incapable of being performed. (g) Not takeSeller agrees to terminate as of the Closing Date, agree to take any property management or affirmatively consent service contract or agreement relating to the taking of any action in Property (each, a “Property Contract”) unless Buyer requests otherwise, by written notice to Seller prior to the conduct expiration of the business of Inspection Period. All costs and expenses that result from such terminations shall be paid by Seller, or otherwise, . Any Property Contracts which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein Buyer designates not to be or become materially untrueterminated shall be assigned to Buyer at Closing (the “Assigned Contracts”). (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain Seller shall make all necessary consents records, invoices, bills and authorizations of third parties other information and materials relating to the performance by Seller of its obligations hereunder and the consummation operation of the transactions contemplated herebyProperty available for Buyer to inspect and copy and shall cooperate fully on all reconciliations and audits, excepting however, any documents and information containing confidential and proprietary information pertaining to Seller. (i) On or before Seller shall assign all warranties, if any, and to the Closing Dateextent in Seller’s possession, cause to be terminated any management contract relating to the Property which is not assumed by to Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereofat Closing. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On and after Seller hereby covenants to Purchaser the date hereof through following (which covenants shall survive the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall:): (a) Operate From the Contract Date to the Closing Date, (i) Seller shall promptly deliver to Purchaser copies of all notices and demands delivered or received by Seller in connection with the Leases or otherwise relating to the Property; (ii) Seller shall not convey any interest or option in the Property, or any part thereof, or place any liens, encumbrances against the Property or subject the Property to any declarations of covenants, conditions and conduct restrictions (or cause to be conducted its business in the regular and ordinary course, including CONTRACT OF SALE - PAGE 23 4245 NORTH CENTRAL EXPRESSWAY like); (iii) Except for alterations that are specifically required under any of the renewal and extension of Tenant Leases, consistent with past practicesSeller shall not make any alterations to the Property without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed; and exercise reasonable efforts (iv) Seller shall continue to preserve intact operate the operation Property in as good of the Propertya condition as it is currently operated. (b) Maintain Seller shall terminate, effective on or before the Closing Date, and, if allowed by the specific contract, all maintenance, service and keep other contracts affecting the Property in good condition Property, including, without limitation, all management, leasing and repair and in substantially commission agreements affecting the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualtyProperty. (c) Except for construction of Xx. Xxxxx Xxxx's space, no work has been performed or is in the ordinary course of business progress by Seller at, and with respect to items of personal property that are no longer useful and materials have been replaced with items of equivalent valuefurnished at Seller's request to, not remove, sell, mortgage, pledge the Land or otherwise encumber the Project or dispose of any item of property, without the prior written consent of Buyerportion thereof, which consent might give rise to mechanics', materialmen's or other liens against the Land or the Project or any portion thereof. Any liens arising because of work performed as defined herein will not unreasonably withheld, delayed or conditionedbe satisfied by Seller prior to Closing. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts Cantex has no knowledge of coverage in effect on the date hereof. (e) Duly observe and perform all material termsany leases, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness licenses or other material indebtedness relating occupancy agreements to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.CONTRACT OF SALE - PAGE 24 4245 NORTH CENTRAL EXPRESSWAY

Seller’s Covenants. On and after Seller agrees that, between the date hereof through and the ClosingClosing Date, except as inclusive, unless otherwise consented to or approved by Buyer in writing by the Buyer: a. Accuracy of Representations and Warranties. Seller shall not take any action that would (a) render untrue, in any material respect, any of the representations or required warranties of Seller herein contained that are not qualified by this Agreementmateriality or (b) render untrue, in any respect, any of the representations or warranties of Seller herein contained that are qualified by materiality. b. Conduct of Business. Except as set forth on Schedule 11(b), Seller shall: (a: i) Operate conduct the Property and conduct or cause to be conducted its business Business only in the regular and ordinary course, including the renewal and extension Ordinary Course of Tenant Leases, Business consistent with past practicespractice; ii) not, and exercise reasonable efforts to preserve intact the operation directly or indirectly, encourage, solicit, initiate or continue any discussions or negotiations with, or provide any information to, negotiate with or enter into any agreement with, any person, entity or group concerning any sale of the Property. (b) Maintain and keep Business or the Property in good condition and repair and in substantially the same condition as on the date hereofAssets, with the exception of ordinary wear and tear and damage as a result any purchase of a casualty. (c) Except business similar to the Business or any similar transaction, other than such asset sales or purchases as are in the ordinary course Ordinary Course of business and Business; iii) not waive any rights under any Material Contracts; iv) not place any Encumbrances upon any of the Assets or incur any indebtedness with respect to items the Business; v) not pay any bonus, or forgive any indebtedness of personal property that are no longer useful and have been replaced any officer or employee of the Business without Buyer’s prior written consent, which consent shall not be unreasonably delayed, conditioned or withheld; vi) with items of equivalent valuerespect to the Business, not removeenter into any new contracts for the sale of goods or the provision of services which will not be fully completed prior to the Closing Date without Buyer’s prior written consent, sellwhich consent shall not be unreasonably delayed, mortgageconditioned or withheld; vii) with respect to the Business, pledge not enter into any new leases; viii) with respect to the Business, not hire any new managers or otherwise encumber senior managers without Buyer’s prior written consent, which consent shall not be unreasonably delayed, conditioned or withheld; ix) acquire or dispose of any item assets of property, the Business in the aggregate in excess of $50,000 without the Buyer’s prior written consent of Buyerconsent, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably delayed, conditioned or withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA ; or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller covenants and after the date hereof through the Closing, except agrees as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallfollows: A. Seller will not (ai) Operate mortgage, pledge or subject the Property or any part thereof to an unbonded lien or other encumbrance, (ii) cause any mechanic’s or materialmen’s lien to attach against the Real Property, (iii) execute or cause or permit to be placed of record any document affecting title to any portion of the Real Property (other than the plat, and any associated documents, referenced in Section 4(C), above), (iv) authorize any option contract, sales contract, or any other agreement, pursuant to which any party shall have any right to purchase any portion of the Property and conduct (v) enter into any lease, assignment, amendment, modification, or cause to be conducted its business in supplement of any of the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practiceswithout first receiving Purchaser’s prior written approval, which approval may not be unreasonably withheld, conditioned or delayed; provided, however, that the limitation contained within subsection 7.A.(v) shall not apply to: a) new tenancies which conform to the HFF offering memorandum regarding price and exercise reasonable efforts terms and b) existing tenancies where the base rent modification conforms to preserve intact the operation HFF offering memorandum regarding price and terms. B. Following the expiration of the Review Period, Seller will not sell or otherwise dispose of or remove any fixtures, mechanical equipment or any other item included within the Property. (b) Maintain C. Following the expiration of the Review Period, Seller will not do any act which will materially adversely affect the warranties, guarantees, bonds and keep the Property other items delivered to Purchaser as specified in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertySection 1D, without the prior written consent of BuyerPurchaser, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall may not be unreasonably withheld. D. Seller will comply with each and every material undertaking, delayed covenant and obligation of the landlord under the Leases. E. Seller shall maintain or conditioned (A) renewcause to be maintained the Property, amend including all plumbing, heating, ventilating, air conditioning and other mechanical and electrical systems contained in the Improvements, in good order and repair, reasonable wear and tear excepted. F. Seller will pay or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining cause to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or paid all debts, taxes, fees, assessments, commissions, and other material indebtedness relating obligations related to the Propertyuse and ownership of the Property up to the date of Closing, except for those items for which proration is agreed upon in accordance with the provisions of Section 10 hereof. (g) Not take, agree to take or affirmatively consent to G. Between the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions date of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents Contract and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause Seller agrees that it will: (i) manage and operate the Property only in the ordinary and usual manner and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) deliver the Property on the Closing Date in substantially the same condition it is in on the date of this Contract, reasonable wear and tear excepted; (iii) give prompt written notice to be terminated Purchaser, by overnight delivery from a recognized national carrier and facsimile, of any management contract relating fire or other casualty affecting the Property after the date of this Contract; (iv) deliver to Purchaser, promptly after receipt by Seller, copies of all notices of violation issued by governmental authorities with respect to the Property which is not assumed received by Buyer consistent with Seller after the terms and conditions date of the transaction described on EXHIBIT H attached hereto and made a part hereofthis Contract. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On and after During the period from the date hereof through to the Closing, except as otherwise consented to or approved by Buyer in writing or required by this AgreementClosing Date, Seller shall: (a) Operate the Property and shall conduct or cause to be conducted its business in with respect to the regular Assets and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except Liabilities in the ordinary course of business and consistent with respect past practice, subject to items compliance with the Cease and Desist Order. On or before the Closing Date, Seller shall (a) either (i) amend its charter, bylaws and other governing documents and take all other actions necessary to change its name to one sufficiently dissimilar to Seller’s present name, in Buyer’s judgment, to avoid confusion with the name “Peoples Community Bank” or (ii) liquidate and dissolve Seller and (b) take all actions requested by Buyer to enable Buyer to change its name to Seller’s present name in all applicable jurisdictions. Other than as may be required by the Cease and Desist Order, the Forbearance Agreement, or any regulatory directive or instruction, Seller covenants with Buyer that, from the date hereof to Closing, Seller, except with the prior written consent of personal property that are no longer useful and have been replaced with items Buyer, will not: (a) Except as set forth in Schedule 27 of equivalent value, not removethe Seller Disclosure Schedule, sell, transfer, lease, mortgage, pledge or otherwise dispose of or encumber any of the Assets or cancel any of the Liabilities except the pledge of Assets securing FHLB Advances and the sale of loans to the Federal Home Loan Mortgage Corporation, all in the ordinary course of business consistent with past practice. (b) Fail to use commercially reasonable efforts to maintain and preserve its business and goodwill and its existing relationships with its customers and others having business relationships with it at the Branches. (c) Fail to maintain policies of insurance as of the date hereof with respect to the Branches in the form and with the coverage maintained on May 31, 2008, or to maintain all fidelity bonds or indemnity agreements concerning the fidelity of its employees at the Branches. (d) Enter into any employment, agency or other contract or arrangement with respect to the Branches for the performance of personal services which is not terminable without liability to Buyer. (e) Fail to comply with any law, rule, regulation or order applicable to it if such failure would have a Material Adverse Effect on the Assets, the Liabilities, or the completion of the transactions contemplated by this Agreement. (f) Set interest rates at the Branches in a manner inconsistent with prior policies or practices, or without limiting the generality of the foregoing, (i) accept any deposits at higher than prevailing market rates at the time of such acceptance; (ii) accept any broker deposits; or (iii) employ any special promotions to increase deposits, provided that Buyer’s consent to any special promotion will not be unreasonably withheld, and, provided further, that Buyer shall approve or disprove any special promotion within two (2) business days’ notice thereof. (g) Fail to maintain the Personal Property pending the Closing in a commercially reasonable manner and consistent with past practices. (h) Acquire or dispose of any item furniture, fixtures or equipment for the Branches other than pursuant to commitments made on or before the date of propertythis Agreement and except for replacement of furniture, without fixtures and equipment and normal maintenance and refurbishing in the prior ordinary course of business, except that Seller shall make no capital expenditures nor any contract or commitment for capital expenditures in excess of $10,000.00 for any one (1) project for furniture, fixtures or equipment for the Branches except with written consent of Buyer, which consent will not be unreasonably withheld, delayed conditioned or conditioneddelayed. (di) Continue Invest in or purchase any investment security other than governmental agency securities with maturities of ninety (90) days or less. (j) Except for any bonus from previously disclosed plans that may be paid by Seller prior to maintain all insurance Closing or otherwise described on Schedule 22, pay or commit to pay any salary, fee, or other compensation to any of its employees at the Property covering the risks and Branches at a rate in the amounts excess of coverage in effect that prevailing on the date hereof. (ek) Duly observe and perform all material termsMake any new loans at the Branches to, conditions and requirements modify the terms of any existing loan to, or engage in any other transactions (other than routine banking transactions) with any Affiliated Person of the Tenant LeasesSeller. “Affiliated Person” shall mean director, the Project Contractsofficer or 5% or greater shareholder, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness spouse or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action person living in the conduct same household of the business of Sellersuch director, officer or shareholder, or otherwiseany company, partnership or trust in which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller foregoing persons is an "employee benefit plan" within the meaning of Section (3)(3) of ERISAofficer, whether 10% or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISAgreater shareholder, general partner or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA10% or greater trust beneficiary.

Seller’s Covenants. On In addition to other covenants and after agreements of Seller in this Agreement, Seller hereby covenants as follows: a. In the date hereof through event Seller obtains written notice at any time prior to the Closing of any pending condemnation action affecting the Property (or any portion thereof), Seller shall promptly notify Buyer. Seller hereby discloses that it has received notice from the City of Raleigh attached hereto as Exhibit J (the "City Notice") relative to the potential widening of Leadmine Road which is adjacent to one of the apartment complexes constituting the Property. b. If Seller has actual notice thereof prior to the Closing, except as otherwise consented to Seller shall advise Buyer promptly of any litigation, arbitration or approved by Buyer in writing administrative hearing concerning or required by this Agreementaffecting the use and development of the Property. c. From the Effective Date until the Closing, Seller shall: (ai) Operate pay in full, or prior to the Closing Date, all bills and invoices for labor, goods, materials, and services of any kind relating to the Property, and all utility charges subject to the prorations and adjustments made at Closing for any such items; (ii) promptly notify Buyer of any material adverse change in any physical condition with respect to the Property and conduct or of any event or circumstance of which Seller has actual knowledge (with no duty to investigate) which makes any representation or warranty of Seller under this Agreement materially untrue or misleading, or any material covenant of Seller under this Agreement incapable of being performed; (iii) cause the Property to be conducted its business in the regular and ordinary coursestaffed, operated, repaired, maintained (including the renewal preparation of vacant apartment units for re-leasing) and extension of Tenant Leases, managed in a manner consistent with past practices, and exercise reasonable efforts to preserve intact the operation management of the Property.Property during the 12-month period immediately proceeding the date of this Agreement; (biv) Maintain maintain the Personal Property and keep the Property all mechanical, electrical, heating, air conditioning, sewer, water and plumbing systems in good condition their current condition, subject to customary usage and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result in the normal course of a casualtySeller's business. d. Between the date of this Agreement and the Closing Date, Seller will not, without first obtaining the written consent of Buyer: (ci) Except except in the ordinary course of business and business, make any lease or rental of the Property, or any portion thereof, or negotiate or enter into any other letter of intent, contract or option for the sale of the Property, or any portion thereof, or further voluntarily or consensually encumber title to the Property with any restriction, easement or other title encumbrance, except for a Permitted Exception; (ii) except in the ordinary course of business, sell, convey, or remove from the Property any Personal Property or Intangible Property, without replacing said Personal Property or Intangible Property with similar, like-kind property; (iii) cancel or permit cancellation of any hazard or liability insurance carried with respect to items of personal property that are no longer useful and have been replaced with items of the Property or its operation unless substantially equivalent value, replacement insurance is obtained; (iv) unless such activity does not remove, sell, mortgage, pledge or otherwise encumber or dispose of impose any item of property, without the prior written consent of obligation on Buyer, which consent will not unreasonably withheldmaterially extend, delayed renew, modify, or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements replace any of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, Contracts without the Buyer's prior written consent which shall consent, not to be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property.; (gv) Not takeconvey an interest in any licenses, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Sellerpermits, plans and specifications, or otherwise, which would be contrary to or in breach of any of the terms other Personal Property or provisions Intangible Property; e. If Seller acquires knowledge of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (hfact(s) Use its reasonable efforts (but without expending rendering any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms representations and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions warranties of Seller under this Agreement shall be conducted by a fiduciary (including representations of Seller which under Paragraph 12 herein) incorrect in any material respect at any time prior to Closing, Seller shall promptly notify Buyer in writing of such fact(s). f. Seller acknowledges that Buyer is independent a public entity and that it is required to furnish financial statements to the Securities and Exchange Commission in connection with this acquisition. Seller agrees to make the information available for Buyer to audit the last twelve (12) months of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions operation of the investors Property so that a report can be generated that is in such entity who are independent compliance with Accounting Regulation S-X of MIGRAthe Securities and Exchange Commission.

Seller’s Covenants. On From and after the date hereof Date of Agreement through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallClosing Date: (a) Operate Seller shall operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, a manner consistent with past practicescurrent practice, and exercise reasonable efforts perform its material obligations under the Leases and Contracts. (b) Seller shall keep in existence all fire and extended coverage insurance policies, and all public liability insurance policies maintained on Seller’s behalf that are in existence as of the Date of Agreement with respect to preserve intact the operation of the Property. (bc) Maintain Between the Date of Agreement and keep the Property in good condition and repair and in substantially Closing Date or earlier termination of this Agreement, Seller will not modify, extend, amend or terminate any existing Lease, nor enter into any new lease or occupancy agreement without the prior consent of Purchaser except (i) if the same condition as is done in the ordinary course of Seller’s ownership of the Property, at current market rents and for terms of one year or less, or (ii) if it is a lease termination by reason of a default by the tenant thereunder; provided, however, that after the Approval Date, Seller shall not enter into any new leases with corporate apartment tenants without Purchaser’s prior written approval in each instance, which approval shall not be unreasonably withheld, conditioned or delayed. All new tenant leases shall be on the date hereof, with the exception form of ordinary wear and tear and damage lease currently used by Seller or such other form as a result of a casualtymay be approved by Purchaser in its reasonable discretion. (cd) Except No security deposits shall be applied to delinquent tenants, unless such delinquent tenant(s) has/have been evicted and is/are no longer in possession of the apartment which was the subject of the eviction proceeding. (e) Seller will not enter into any new Contract with respect to the Premises that would survive the Closing, unless such Contract is entered into in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, is terminable on not remove, sell, mortgage, pledge or otherwise encumber or dispose more than thirty (30) days notice without payment of any item of property, without the prior written consent of Buyerpenalty or is otherwise approved by Purchaser, which consent will approval shall not be unreasonably withheld, delayed or conditioned. (df) Continue All apartments which have been vacant for more than five (5) days prior to maintain all insurance on the Property covering the risks and Closing Date will be in the amounts of coverage Rent Ready Condition. “Rent Ready Condition” shall mean that each such apartment has been thoroughly cleaned, recently painted (if such apartment was in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leasessuch condition as would, in accordance with Seller's past practices. (f) Not’s ordinary course of business, without require painting), and that each such apartment shall contain the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. following: (i) On refrigerator-freezer unit, dishwasher, garbage disposal, stove and oven in working condition; (ii) floors fully covered with a combination of tile or before linoleum and carpeting, all of which shall be in average or better condition; and (iii) blinds and/or drapes on all windows in average or better condition. If any apartments are not in Rent Ready Condition on the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made Purchaser shall receive a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, credit in the case amount of an entity which holds plan assets, pursuant to directions of the investors in $1,000.00 for each such entity who are independent of MIGRAapartment.

Seller’s Covenants. On (A) Operation of Epicure Business. From and after the date hereof Execution Date through the Closing, except as otherwise consented to or approved by Buyer Seller shall operate the Epicure Business substantially in writing or required by this Agreement, Seller shall: (a) Operate the Property accordance with prior practice and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except historical principles in the ordinary course of business business, and in accordance therewith shall exercise continuous good faith and diligent efforts generally to maximize and promote the Epicure Business and its profit potential through Closing. Without limiting the generality of the first sentence in this Section 8(A), Seller shall not (except with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed ): (i) sell or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of transfer any of the terms Property, except (a) for Inventory in the ordinary course of business, and (b) other Personal Property, in the ordinary course of business where all or provisions substantially all of this Agreement the proceeds of such sale shall be utilized to replace such Property with equivalent or which would cause better property consistent with historic practices (or shall be conveyed to Buyer at Closing), (ii) mortgage, pledge, collaterally assign, hypothecate or encumber any representation of Seller contained herein to be the Property; (iii) amend, modify, terminate or become materially untrue. allow the lapse of any Executory Contract, except in the ordinary course of business substantially in accordance with prior practice; (hiv) Use its reasonable efforts (but without expending except in the ordinary course of business consistent with prior practice, grant any substantial funds salary increases or exposing itself benefits to any liability or obligation or risk) to obtain all necessary consents employee (except that Seller may pay bonuses that do not increase an employee's base salary and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On may give salary increases that expressly terminate on or before the Closing Date), cause to be terminated or (v) unreasonably lessen or allow the lapse of any management contract relating to the Property which is not assumed by Buyer consistent with the terms Insurance Policies, Health Plans or Benefit Plans for employees through and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before including the Closing Date, execute . Seller shall not seek its utility deposits or take any action that would cause or permit the interruption of utilities to the Epicure Premises prior to Closing. Seller shall render bi-weekly reports to Buyer to keep Buyer reasonably apprised of its operation of business between the Execution Date and deliver the Closing Date. Seller shall notify Buyer of any fact or occurrence or any pending or threatened occurrence of which Seller obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or cause its designees disclosed in or pursuant to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights this Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISAany schedule hereto, or an entity which holds plan assets within (if existing and known at any time prior to or at the meaning Closing) would make the performance by any party of 29 CFR ss. 2510.3- 101a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, then Seller covenants that all discretionary actions or which (if existing and known at the time of Seller the Closing) would cause a condition to any party's obligations under this Agreement shall not to be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRAfully satisfied.

Seller’s Covenants. On Seller covenants and after agrees as follows: A. Seller will not (i) mortgage, pledge or subject the date hereof through Property or any part thereof to an unbonded lien or other encumbrance, (ii) cause any mechanic’s or materialmen’s lien to attach against the ClosingReal Property, except as otherwise consented (iii) execute or cause or permit to be placed of record any document affecting title to any portion of the Real Property (other than the plat, and any associated documents, referenced in Section 4(C), above), (iv) authorize any option contract, sales contract, or approved by Buyer in writing any other agreement, pursuant to which any party shall have any right to purchase any portion of the Property or required by this Agreement(v) enter into any lease, assignment, amendment, modification, or supplement of any of the Leases, without first receiving Purchaser’s prior written approval, which approval may not be unreasonably withheld, conditioned or delayed; provided, however, that the limitation contained within subsection 7.A.(v) shall not apply to: a) new tenancies which conform to the Xxxxxxx Xxxxxxxxx offering memorandum regarding price and terms and b) existing tenancies where the base rent modification conforms to the Xxxxxxx Wakefield offering memorandum regarding price and terms. B. Following the expiration of the Review Period, Seller shall: (a) Operate the Property and conduct will not sell or cause to be conducted its business in the regular and ordinary courseotherwise dispose of or remove any fixtures, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of mechanical equipment or any other item included within the Property. (b) Maintain C. Following the expiration of the Review Period, Seller will not do any act which will materially adversely affect the warranties, guarantees, bonds and keep the Property other items delivered to Purchaser as specified in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertySection 1D, without the prior written consent of BuyerPurchaser, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall may not be unreasonably withheld. D. Seller will comply with each and every material undertaking, delayed covenant and obligation of the landlord under the Leases. E. Seller shall maintain or conditioned (A) renewcause to be maintained the Property, amend including all plumbing, heating, ventilating, air conditioning and other mechanical and electrical systems contained in the Improvements, in good order and repair, reasonable wear and tear excepted. F. Seller will pay or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining cause to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or paid all debts, taxes, fees, assessments, commissions, and other material indebtedness relating obligations related to the Propertyuse and ownership of the Property up to the date of Closing, except for those items for which proration is agreed upon in accordance with the provisions of Section 10 hereof. (g) Not take, agree to take or affirmatively consent to G. Between the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions date of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents Contract and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause Seller agrees that it will: (i) manage and operate the Property only in the ordinary and usual manner and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) deliver the Property on the Closing Date in substantially the same condition it is in on the date of this Contract, reasonable wear and tear excepted; (iii) give prompt written notice to be terminated Purchaser, by overnight delivery from a recognized national carrier and facsimile, of any management contract relating fire or other casualty affecting the Property after the date of this Contract; (iv) deliver to Purchaser, promptly after receipt by Seller, copies of all notices of violation issued by governmental authorities with respect to the Property which is not assumed received by Buyer consistent with Seller after the terms and conditions date of the transaction described on EXHIBIT H attached hereto and made a part hereofthis Contract. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller covenants and after the date hereof through the Closing, except agrees as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallfollows: (a) Operate A. Seller will not a. mortgage, pledge or voluntarily subject the Property and conduct or any part thereof to an unbonded lien or other encumbrance, b. execute or cause to be conducted its business in placed of record any document affecting title to any portion of the regular and ordinary courseReal Property, including c. enter into, or subject any portion of the Property to, any option contract, sales contract, or any other agreement, pursuant to which any party shall have any right to purchase any portion of the Property2.3.4. or 5. after the Review Period, enter into any lease, assignment, amendment, modification, supplement or renewal and extension of Tenant any of the Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the first receiving Purchaser’s prior written consent of Buyerapproval, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which approval shall not be unreasonably withheld, delayed conditioned or conditioned delayed. At least five (A5) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after business days before the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct end of the business of SellerReview Period, Seller will provide written notice to Purchaser if Seller enters into any lease, assignment, amendment, modification, supplement or otherwise, which would be contrary to or in breach renewal of any of the terms Leases. B. Seller will not sell or otherwise dispose of or remove any fixtures, mechanical equipment or any other item included within the Property, except in the ordinary course of business. C. Seller will endeavor in good faith to comply with each and every material undertaking, covenant and obligation of the landlord under the Leases except under any Lease where the tenant thereunder is in default. D. Seller will pay or cause to be paid (or provide for payment at Closing) all debts, taxes, fees, assessments, commissions, and other obligations related to the use and ownership of the Property up to the date of Closing, except for those items for which proration is agreed upon in accordance with the provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrueSection 10 herein. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by E. Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. will: (i) On or before manage and operate the Property only in the ordinary and usual manner, substantially in accordance with Seller’s present practice, and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) deliver the Property on the Closing Date in substantially the same condition it is in on the date of this Contract, reasonable wear and tear excepted; (iii) give prompt written notice to Purchaser, by overnight delivery from a recognized national carrier, electronic mail and facsimile of any fire or other casualty affecting the Property after the Effective Date; and (iv) deliver to Purchaser, cause to be terminated any management contract relating promptly after receipt by Seller, copies of all notices of violation issued by governmental authorities with respect to the Property which is not received by Seller after the Effective Date. F. Seller will give notice of termination to be effective at Closing with regard to any management or leasing contract or fee arrangement between Seller and any other party for or in connection with the Real Property and all payments due thereunder will be paid in full by Seller prior to Closing and Seller shall hold Purchaser harmless from any claims thereunder, unless Purchaser, at its sole option, assumes any such agreement in writing. Seller further warrants and represents that all such contracts and agreements shall be terminated effective as of Closing, unless otherwise assumed by Buyer consistent with Purchaser as noted above. G. Seller will promptly notify the terms and conditions Purchaser in writing if Seller receives written notice of any event or any condition which renders any of the transaction described on EXHIBIT H attached hereto and made a part hereofrepresentations contained herein untrue or misleading. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On and after Each Seller hereby agrees, at all times prior to the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallFinal Collection Date: (a) Operate the Property To take all necessary steps and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts actions to preserve intact its corporate (or other organization) existence and comply in all material respects with all Laws applicable to such Seller in the operation of the Propertyits business. (b) Maintain To duly perform and keep comply in all material respects with all terms, provisions, and obligations under each Contract and refrain from taking any action or omitting to take any action which might prejudice or limit the Property in good condition and repair and in substantially Purchaser’s rights to payment with respect to the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualtyPurchased Receivables. (c) Except Promptly to notify the Purchaser in the ordinary course writing of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose (i) such Seller’s knowledge of any item of propertymaterial event or occurrence, including, without the prior written consent of Buyerlimitation, which consent will not unreasonably withheldany material breach, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by such Seller under or by any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach Approved Obligor of any of the terms or provisions of this Agreement any Contract with respect to any Purchased Receivable, any Dispute, or any governmental action affecting the ability of it or such Approved Obligor to perform its obligations under the applicable Contract to which it is a party; or (ii) any change to the UCC and Other Perfection Information within thirty (30) days after such change. (d) To not modify the terms of any Contract in any manner which would cause adversely affect the collectability of any representation Purchased Receivables or rights of Seller contained herein the Purchaser as the owner of the Purchased Receivables or would otherwise reduce the amount due thereunder or delay the Invoice Due Date thereof. 163908148 (e) To make all disclosures required by any applicable Law with respect to be the sale of the Purchased Receivables hereunder to the Purchaser, and account for such sale in accordance with GAAP. (f) To not create or become materially untruepermit to exist any Adverse Claim over all or any of such Seller’s or the Purchaser’s rights, title and interest in and to the Purchased Receivables. (g) To not sell, assign or otherwise transfer the Purchased Receivables, except as specifically provided for herein. (h) Use To not close its reasonable efforts (but without expending applicable Seller Account and not to instruct any substantial funds or exposing itself Approved Obligor to pay any liability or obligation or risk) amounts owing under the Purchased Receivables to obtain all necessary consents and authorizations of third parties to a bank account other than the performance by applicable Seller of its obligations hereunder and the consummation of the transactions contemplated herebyAccount. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof[Reserved]. (j) On or before Promptly following any request therefor, and if any change in the Closing Dateinformation included in the Certification of Beneficial Owner(s) has occured, to execute and deliver to the Purchaser an updated Certification of Beneficial Owner(s). (k) Promptly following any request therefor, to deliver to the Purchaser information and documentation reasonably requested by the Purchaser for purposes of compliance with applicable “know your customer” requirements under the PATRIOT ACT, the Customer Due Diligence Rule or cause its designees other applicable Anti-Money Laundering Laws. (l) That it will not, directly or indirectly, use the proceeds of any purchase of Receivables under this Agreement, or lend, contribute or otherwise make available such proceeds to execute and deliver) any Subsidiary, joint venture partner or other Person, (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and to fund any activities or business of or with any Sanctioned Person, or in any Sanctioned Country, (ii) in any other manner that would result in any Seller, the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. Guarantor or the Purchaser being in violation of Sanctions Laws or Anti-Money Laundering Laws or (kiii) If Seller is in furtherance of an "employee benefit plan" within the meaning of Section (3)(3) of ERISAoffer, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISApayment, promise to pay, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions authorization of the investors payment or giving of money, or anything else of value, to any Person in violation of Anti-Corruption Laws. (m) That it will maintain in effect policies and procedures designed to promote compliance by such entity who are independent of MIGRASeller, its Subsidiaries, and their respective directors, officers, employees, and agents with Sanctions Laws, Anti-Corruption Laws and Anti-Money Laundering Laws.

Seller’s Covenants. On Between the Effective Date and after the date hereof through of the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: A. Except as needed to cause the Property to remain in compliance with all laws, ordinances, or other requirements, not alter any Property in any material manner without first obtaining Purchaser's prior written consent, which Purchaser may not unreasonably withhold, condition or delay. B. Maintain the Property in a manner generally consistent with the manner that Seller has maintained the Property prior to the Effective Date hereof. C. After the Feasibility Period expires, and assuming Purchaser has not terminated this Agreement prior to the expiration of the Feasibility Period, not enter into any leases, contracts or agreements that will bind Purchaser or affect or encumber the Property after Closing without first obtaining Purchaser's prior written consent, which Purchaser shall not unreasonably withhold, condition or delay. Prior to the expiration of the Feasibility Period, Seller may enter into (i) leases without Purchaser's consent, provided it gives Purchaser notice of the new leases at least ten (10) calendar days prior to Landlord's execution, and (ii) contracts and other agreements needed to operate the Property ("Contracts"), provided such contracts and other agreements are terminable on no more than thirty (30) days notice. To the extent that Purchaser specifically requests that a Contract be terminated prior to Closing, Seller shall make commercially reasonable efforts to do so but shall incur no monetary liability in conjunction therewith. D. Deliver to Purchaser each and every notice or communication Seller receives from any governmental body relating to the Property from and after the Effective Date upon Seller's receipt of the same. E. Procure from tenants leasing space at any property pursuant to a Tenant Lease (the "Tenants"), representing at least eighty percent (80%) of the aggregate leased and occupied leasable area located on the Property, an estoppel certificate substantially in the form set forth on Exhibit S hereto (the "Tenant Estoppels"). For purposes of this Section 8(E), a Tenant Estoppel shall count toward the foregoing eighty percent (80%) requirement so long as the Tenant Estoppel confirms that the applicable lease is in full force and effect and alleges no material defaults by the Seller, and for purposes hereof, a Tenant Estoppel shall count toward the eighty percent (80%) requirement notwithstanding (a) Operate the Property and conduct any dispute regarding CAM reconciliations, prorations or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. disbursements or (b) Maintain disputes regarding minor maintenance issues. For purposes of determining aggregate leased and keep occupied leasable area, "Temporary Tenants" whose entire lease term is for a period of less than one (1) year shall be excluded; however, Tenants whose entire lease term is longer than one year, but who may have less than one (1) year remaining on their lease terms or who may be month-to-month Tenants following the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result expiration of a casualty. lease term of more than one (c1) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent valueyear, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheldconsidered Temporary Tenants. Seller shall deliver each Tenant Estoppel to Purchaser promptly upon receipt. If Purchaser concludes that any Tenant Estoppel should not be counted toward the eighty percent (80%) target for the reasons set forth above, delayed or conditioned Purchaser shall make such objection in writing and deliver it to Seller within seventy-two (A72) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining hours following its receipt thereof. In the event that Seller is not able to any item deliver the required eighty percent (80%) of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On Tenant Estoppels on or before the Closing DateDate for any reason (and Seller shall not be obligated to expend funds in order to satisfy this requirement), cause Purchaser may terminate this Agreement, and Purchaser's sole remedy for Seller's failure to be terminated any management contract relating fulfill its obligations pursuant to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (jthis Section 8(E) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary to receive the return of Seller which is independent of MIGRA orits Earnest Money, in the case of an entity which holds plan assetswhich, pursuant if xx xxxminated, shall be refunded to directions of the investors in such entity who are independent of MIGRAPurchaser.

Seller’s Covenants. On Seller, to the best of Seller’s knowledge, represents, covenants and after the date hereof through the Closing, except warrants to Purchaser as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallfollows: (a) Operate All taxes for all prior years, other than any not yet due and payable, have been paid. Further, all taxes and assessments paid in installments for the Property and conduct or cause current year are to be conducted its business in prorated as of Closing, subject to adjustment when final bills are received if current year taxes are not finally determined at the regular and ordinary course, including time of Closing. Purchaser is to receive the renewal and extension full benefit of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Propertyany real estate tax abatement that has been arranged by Seller. (b) Maintain All existing assessments and/or governmental charges, both recorded and keep the Property in good condition and repair and in substantially the same condition unrecorded, which exist as on the date hereofof Closing, with the exception of ordinary wear and tear and damage that could be or are chargeable before or after Closing, either as a result of applying for any construction, building development or utility service permits or as a casualtyresult of delayed, installment or extended billing for any utility service or connection, have been paid or will be paid by Seller at Closing provided, however, that any assessment payable in installments shall be prorated at Closing. (c) Except Seller is solvent and not involved in the ordinary course of business and with respect to items of personal property that any bankruptcy proceedings. There are no longer useful and have been replaced with items of equivalent valuesuits, not removeactions, selljudgments, mortgageproceedings or investigations pending or threatened against the Seller or the Property before any court, pledge arbitrator, or otherwise encumber administrative or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditionedgovernmental body. (d) Continue to maintain all insurance on No condemnation or eminent domain proceedings affecting the Property covering have been commenced or, to the risks and in the amounts best of coverage in effect on the date hereofSeller’s knowledge, are contemplated. (e) Duly observe and perform all material termsNeither Seller nor the Property is subject to any commitment, conditions and requirements obligation, or agreement, including, but not limited to, any leasehold interest, right of first refusal or option to purchase or lease granted to a third party, which could or would prevent Seller from completing or impair Seller’s ability to complete the sale of the Tenant Leases, Property under this Agreement or which would bind Purchaser subsequent to consummation of the Project Contracts, the Personal Property Leases, not knowingly do transaction contemplated in this Agreement. Seller shall terminate any act existing leasehold or omit to do any act, which will, other possessory interests upon the occurrence thereof Property, or with the passage any part thereof, prior to Closing, and shall be solely responsible for any liability which may arise as a result of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. such termination. (f) Not, without Seller holds good and indefeasible fee simple title to all the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or and has all necessary power and authority to enter into this Agreement and to bind the Property and its operation. The Property is properly zoned for industrial uses and there are no encumbrances on the Property which materially interfere with the use of the Property for its current use or renew which will impede Seller’s use of the Property for its intended use. There are no existing leases or other agreements permitting third-party occupancy of any contract or agreement pertaining part of the Property except for a lease to any item of Property unless such contract or agreement can Xxxxxxx Manufacturing which will be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Propertybefore Closing. (g) Not takeThe Property and its operation are in compliance with all Environmental Laws and there is not on the Property any hazardous, agree to take toxic or affirmatively consent dangerous waste, substance or material within the meaning of any Environmental Law. Environmental Laws shall mean any federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment relating to the taking of any action in the conduct of the business of Sellerenvironment, health, safety or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untruehazardous materials. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain All improvements on the Property are in good and working condition, including all necessary consents structural, electrical, mechanical and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated herebyHVAC components thereof. (i) On or before the Closing DateThe Property consists of a two tax parcels, cause each with immediate access to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions a contiguous public right of the transaction described on EXHIBIT H attached hereto and made a part hereofway. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller covenants and after agrees as follows: A. Seller will not (i) mortgage, pledge or subject the date hereof through Property or any part thereof to an unbonded lien or other encumbrance, (ii) permit any mechanic’s or materialmen’s lien to attach against the Real Property which is not removed or bonded over before Closing, except as otherwise consented (iii) execute or cause or permit to be placed of record any document affecting title to any portion of the Real Property, and (iv) enter into, or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate subject any portion of the Property and conduct to, any option contract, sales contract, or cause any other agreement, pursuant to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts which any party shall have any right to preserve intact the operation purchase any portion of the PropertyProperty without first receiving Purchaser’s prior written approval, which approval may be withheld for any reason. (b) Maintain and keep B. Seller will not sell or otherwise dispose of or remove any fixtures, mechanical equipment or any other item included within the Property in good condition and repair and in substantially the same condition as on the date hereofProperty, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except except in the ordinary course of business and with respect except that Seller shall have the right to replace damaged or worn out fixtures, mechanical equipment or other items of personal property that are no longer useful included within the Property. C. Seller will not knowingly do any act which will materially adversely affect the warranties, guarantees, bonds and have been replaced with other items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertydelivered to Purchaser as specified in Section 1D, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditionedPurchaser. D. Seller will comply with each and every material undertaking, covenant and obligation of the landlord under the Leases. E. Seller shall maintain or cause to be maintained the Property, including all plumbing, heating, ventilating, air conditioning and other mechanical and electrical systems contained in the Improvements, in good order and repair, reasonable wear and tear and damage by “Casualties” (dhereinafter defined) Continue excepted. F. Seller will pay or cause to maintain be paid all insurance on debts, taxes, fees, assessments, commissions, and other obligations related to the use and ownership of the Property covering the risks and in the amounts of coverage in effect on up to the date of Closing, except for those items for which proration is agreed upon in accordance with the provisions of Section 10 hereof. (e) Duly observe and perform all material terms, conditions and requirements of G. Between the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions date of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents Contract and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause Seller agrees that it will: (i) manage and operate the Property only in the ordinary and usual manner and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) deliver the Property on the Closing Date in substantially the same condition it is in on the date of this Contract, reasonable wear and tear and damage by fire or other casualty excepted; (iii) give prompt written notice to be terminated Purchaser, by overnight delivery from a recognized national carrier and facsimile, of any management contract relating fire or other casualty affecting the Property after the date of this Contract; (iv) deliver to Purchaser, promptly after receipt by Seller, copies of all notices of violation issued by governmental authorities with respect to the Property which is not assumed received by Buyer consistent with Seller after the terms and conditions date of the transaction described on EXHIBIT H attached hereto and made a part hereofthis Contract. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On and after From the date hereof through Effective Date until the Closing, except as otherwise consented to or approved by Buyer in writing or required by this AgreementClosing Date, Seller shallcovenants and agrees as follows: A. Seller will not (ai) Operate mortgage, pledge or subject the Property and conduct or any part thereof to a lien or other encumbrance, (ii) permit any mechanic’s or materialmen’s lien to attach against the Real Property, (iii) execute or cause or permit to be conducted its business in placed of record any document affecting title to any portion of the regular and ordinary courseReal Property, including or (iv) enter into or subject any portion of the Property to any option contract, sales contract or any other agreement, pursuant to which any party shall have any right to purchase any portion of the Property or (v) enter into any lease, assignment, amendment, modification, supplement or renewal and extension of Tenant any of the Leases, consistent with past practiceswithout first receiving Purchaser’s prior written approval, which approval must be exercised in a commercially reasonable manner by Purchaser, particularly considering financial terms and exercise reasonable efforts to preserve intact the operation nature of the tenant. B. Seller will not sell or otherwise dispose of or remove any fixtures, mechanical equipment or any other item included within the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, C. Seller will not remove, sell, mortgage, pledge or otherwise encumber or dispose of do any item of property, act without the prior written consent of BuyerPurchaser which will materially adversely affect the warranties, which consent will not unreasonably withheldguarantees, delayed or conditionedbonds and other items delivered to Purchaser as specified in Section 1 (D) herein. D. Seller will comply with each and every material undertaking, covenant and obligation of the landlord under the Leases. E. Seller will maintain or cause to be maintained the Property, including all plumbing, heating, ventilating, air conditioning and other mechanical and electrical systems contained in the Improvements, in good order and repair, reasonable wear and tear excepted. F. Seller will pay or cause to be paid all debts, taxes, fees, assessments, commissions, and other obligations related to the use and ownership of the Property up to the date of Closing, except for those items for which proration is agreed upon in accordance with the provisions of Section 10 herein. G. Seller will: (di) Continue to manage and operate the Property only in the ordinary and usual manner and maintain in full force and effect until the Closing Date all appropriate insurance policies; (ii) deliver the Property on the Property covering Closing Date in substantially the risks and same condition it is in the amounts of coverage in effect on the date hereof. of this Contract, reasonable wear and tear excepted; (eiii) Duly observe give prompt written notice to Purchaser, by overnight delivery from a recognized national carrier, electronic mail and perform facsimile of any fire or other casualty affecting the Property after the Effective Date; (iv) deliver to Purchaser, promptly after receipt by Seller, copies of all material terms, conditions and requirements notices of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default violation issued by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief governmental authorities with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation received by Seller after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the PropertyEffective Date. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller hereby covenants and after the date hereof through the Closing, except agrees as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallfollows: (a) Operate During the Property Contract Period, Seller will exercise reasonable and conduct or cause good faith efforts (i) to be conducted its business operate and maintain the Properties in the regular and ordinary course, including the renewal and extension of Tenant Leases, a manner consistent with past practicescurrent practices and (ii) to comply, where such compliance is the obligation of Seller (and exercise reasonable efforts not of a tenant or other party) in all material respects with all material laws and regulations applicable to preserve intact the operation of the Property.Properties; (b) Maintain During the Contract Period, Seller will not sell or otherwise dispose of any significant items of Personal Property unless replaced with an item of like value, quality and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty.utility; (c) Except Following the Effective Date and until the end of the Contract Period, Seller shall not enter into or modify any Contracts relating to the operation or maintenance of a Property, except for (i) those entered into in the ordinary course of business with parties which are not affiliates of Seller and with respect (A) which are cancelable upon not more than thirty (30) days prior notice without penalty or premium or (B) which require payments to items the applicable vendor of personal property that are no longer useful and have been replaced with items of equivalent value$2,000 or less per year, not remove, sell, mortgage, pledge or (ii) those otherwise encumber or dispose of any item of property, without the prior written consent of approved in writing by Buyer, which consent will approval shall not be unreasonably withheldwithheld and shall be deemed given if Buyer should fail to approve or disapprove proposed Contract matters in writing within three (3) business days following receipt of Seller's written request (which shall include all material information necessary to allow Buyer to make an informed decision). At Buyer's written request provided at least three (3) business days prior to the Closing Date, delayed Seller shall deliver notice of termination on the Closing Date as to any and all Contracts that Buyer desires to terminate, provided that such termination shall be effective following any notice or conditioned.waiting period for such termination described in the Contract. Notwithstanding the foregoing, Seller shall terminate all property management agreements (including without limitation the property management agreement with DDR Real Estate Services, Inc. ("DDRS")), brokerage agreements and exclusive leasing agreements applicable to the Properties as of the Closing Date, at Seller's expense; (d) Continue Following the Effective Date and until the end of the Contract Period, Seller will not execute or modify in any material fashion any Leases or any Ground Leases, other than with Buyer's prior consent, which shall be deemed given if Buyer (in the person of Xxxxxx Xxxxxxxxxx or Xxxxxxx Xxxx, representatives of Buyer) should fail to maintain approve or disapprove proposed lease matters in writing within five (5) business days following receipt of Seller's written request (which shall include all insurance on the Property covering the risks material information necessary to allow Buyer to make an informed decision). Buyer shall exercise its rights of approval of leasing matters reasonably and in good faith. Seller shall use reasonable efforts to continue to seek leases for the amounts of coverage Properties in effect on the date hereof.a manner consistent with present practice; (e) Duly observe and perform all material termsDuring the Contract Period, conditions and requirements Seller shall not voluntarily create, consent to or acquiesce in the creation of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act liens or omit exceptions to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, title without the Buyer's prior written consent which consent, provided that (i) Buyer shall not be unreasonably withheld, delayed withhold or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining delay consent to any item proposed matters affecting title necessary to maintain or enhance the value of the pertinent Property unless such contract or agreement can and (ii) Seller shall be terminated at will permitted without obligation after Buyer's consent to pursue all actions necessary to memorialize the Closing or subdivision, property exchange and redevelopment activities of the Property commonly known as the Fremont Hub (Bthe "Fremont Hub Redevelopment") incur and make any mortgage indebtedness or other non-material indebtedness changes to the documentation and site plans relating thereto. Notwithstanding the foregoing, Seller (x) shall routinely keep Buyer advised of and involved in the developments relating to the PropertyFremont Hub Redevelopment; (y) will not consent to any material changes to the documentation and site plans relating to the Fremont Hub Redevelopment without obtaining Buyer's consent; (z) will not enter into any lease for the Fremont Hub, enter any construction contract or development services agreement relating to the Fremont Hub Redevelopment or approve any construction budget for the Fremont Hub Redevelopment, without in each case obtaining Buyer's prior consent, and such consent shall be deemed given if Buyer (in the person of Xxxxxx Xxxxxxxxxx or Xxxxxxx Xxxx, representatives of Buyer) should fail to approve or disapprove such proposed lease, agreement or budget in writing within five (5) business days following receipt of Seller's written request (which shall include all material information necessary to allow Buyer to make an informed decision). Buyer shall exercise its rights of approval under this Section 4.2(e) without delay, reasonably and in good faith. (f) During the Contract Period, Seller shall maintain its currently effective policies of property insurance and rental loss insurance for the Improvements; (g) Not takeDuring the Contract Period, agree Seller shall use commercially reasonable efforts (but at no material cost to take or affirmatively consent Seller except as may otherwise be expressly provided in this Agreement) to obtain all third party and governmental approvals and consents necessary to consummate the taking of any action transactions contemplated hereby and to assist Buyer in obtaining Buyer's financing and to otherwise consummate the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue.transactions contemplated hereby; (h) Use During the Contract Period, Seller shall maintain its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents books accounts and authorizations of third parties to the performance by Seller of its obligations hereunder records in accordance with generally accepted accounting principles and the consummation of the transactions contemplated hereby.in a manner consistent with past practice; (i) On or before During the Closing DateContract Period, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent Seller shall observe and comply with the material terms and conditions of the transaction described on EXHIBIT H attached hereto all Contracts, Leases, Property licenses, and made a part hereof.Property approvals; (j) On During the Contract Period, Seller shall not knowingly or before intentionally take any action which would cause the representations and warranties contained in Section 4.1 (other than as permitted in this Agreement) to cease to be true and correct in all material respects as of the Closing DateDate as though then made and shall promptly notify Buyer of any event, execute and deliver (circumstances or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. discovery inconsistent therewith; (k) If During the Contract Period, Seller shall comply in all material respects with the Leases and all existing easements, covenants, conditions, restrictions and other encumbrances affecting any Property; (l) During the Contract Period, Seller shall use reasonable efforts to provide Buyer with copies of any written notices received by Seller during the Contract Period, which notices relate to matters described in Section 4.1; (m) During the Contract Period, Seller shall notify Buyer of any litigation filed against Seller or concerning any of the Properties during the Contract Period within a reasonable period of time after Seller is an "employee benefit plan" within the meaning made aware of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement such litigation and Exhibit E shall be conducted by a fiduciary of revised to include such litigation; (n) Seller which is independent of MIGRA orwill cooperate with any auditors for Buyer, in connection with an audit of 1999 and 2000 combined financial statements for the case Properties, including allowing such auditor access to all relevant records of an entity Seller, access to Seller's MRI system and rendering such other assistance as is reasonable, which holds plan assets, pursuant to directions of audit will begin after the investors in Effective Date and conclude within 75 days after Closing; provided that Buyer shall pay all fees and expenses charged by such entity who are independent of MIGRAauditor for such audit;.

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof.in (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof.management (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller covenants and agrees with Purchaser that between the date hereof and the date of Closing: i. Promptly upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property, or any portion thereof, or any other proceedings arising out of injury or damage to the Property, or any portion thereof, Seller will notify Purchaser of the pendency of such proceedings; ii. Seller will advise Purchaser promptly of any litigation, arbitration or administrative hearing concerning or affecting the Property of which Seller has notice; iii. Seller will maintain all casualty and liability insurance policies currently covering the Property or any part thereof in full force and effect with the casualty limits at not less than those in existence on the Effective Date; XXX- Xxxxxxxxx Xxxx Xxxxx iv. From and after the date hereof Effective Date and through the Closing, except as otherwise consented to Closing or approved by Buyer in writing or required by earlier termination of this Agreement, Seller shall: (a) Operate the Property shall operate, maintain and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep manage the Property in good condition and the same manner as Seller has in the past, including continuing repair and in substantially preventative maintenance and maintenance of adequate insurance with respect thereto, including, but not limited to, Seller’s complete repair, prior to Closing, of the same condition as damaged sections of the façade of the building on the date hereof, with North elevation between the exception of ordinary wear 2nd and tear and damage as 3rd floors to provide a result of a casualtyuniform appearance. (c) Except in v. After the ordinary course of business and with respect Effective Date, Seller shall continue to items of personal property that are no longer useful and have been replaced with items of equivalent valuethe right to negotiate for a new lease, not remove, sell, mortgage, pledge license or otherwise encumber occupancy agreement for all or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements some portion of the Tenant LeasesReal Property or any amendment, renewal, expansion or modification to, or termination of, any Existing Lease (all of the Project Contractsforegoing, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant “New Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, ”) in accordance with Seller's past ’s normal business practices. (f) Not; provided that a copy of any New Lease is delivered to Purchaser for Purchaser’s consent, without the Buyer's prior written which consent which shall not be unreasonably withheld, delayed and which consent shall be given or conditioned not within five (A5) renewbusiness days after written request (with failure to respond during such period being deemed approval); and vi. Seller shall not cause, amend permit or extend suffer any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating change to the Property which is title, including monetary liens, except for those expressly allowed as Permitted Exceptions. By Closing, Seller shall remove all Removed Exceptions. Seller will not assumed by Buyer consistent with the terms and conditions offer to sell any or all of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISAProperty, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101solicit, then Seller covenants that negotiate or accept any offers to sell any or all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions or of the investors in such entity who are independent of MIGRAProperty, and Seller shall promptly deliver to Purchaser any unsolicited offers received by Seller or its agents.

Seller’s Covenants. On A. Seller shall give Purchaser immediate notice of the occurrence of any event of which Seller has knowledge or the receipt by Seller of any written notice the effect of which would be to make a representation or warranty of Seller herein untrue or misleading if made on or immediately following the occurrence of such event or the receipt of such notice or knowledge. If Purchaser does not terminate this Contract as a result of the information which is the subject of such disclosure (whether Purchaser obtains such information through such disclosure or from other sources) then Purchaser shall waive any claim against Seller with respect to the matter so disclosed. B. Seller shall allow Purchaser, and after all persons selected by Purchaser, unrestricted access to the date hereof through Land and improvements at reasonable times for the Closingpurpose of conducting inspections and examinations thereof. C. Seller shall disclose to Purchaser's environmental consultants the identities of persons who, except as otherwise consented to or approved by Buyer in writing or required by this AgreementSeller's knowledge, Seller shall: (a) Operate may have information about whether the Property has at any time been used as a site for the use, generation, manufacture, storage, disposal, or transportation of any Hazardous Materials and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practicesshall authorize all such persons, and exercise reasonable efforts all environmental consultants, contractors, and engineers engaged by Seller, to preserve intact make full disclosure to Purchaser with respect to the operation condition of the Property. D. Seller has relocated its operations from the Property. Subject thereto, Seller has, after July 25, 1996, continued the ownership and operation of the Property in its normal course and has not after July 25, 1996 incurred any obligation, entered into any lease, or done any unusual act with respect to the ownership, management, operation, and maintenance of the Property which would be binding on Purchaser after the Closing without prior notice to and consent of Purchaser. Seller shall, after the date of this Contract, continue the ownership and operation of the Property in its normal course and shall not incur any obligation, enter into any lease, or do any unusual act with respect to the ownership, management, operation, and maintenance of the Property which would be binding on Purchaser after the Closing without prior notice to and consent of Purchaser. E. Provided that this Contract has not been terminated, Seller will cooperate with Purchaser in signing and filing such documents and forms as Purchaser may request in connection with (i) the zoning of the Property or (ii) the assessment, for real estate tax purposes, of, or real estate tax bills assessed against, the Property. The foregoing to the contrary notwithstanding, Seller shall not be obligated to cooperate with Purchaser if either (a) Seller shall be obligated thereby to incur any cost or expense in connection with such cooperation (for purposes of which, the charges of Seller's attorneys and other consultants to review materials submitted to Seller shall not be deemed to be costs which Seller is obligated to incur) or (b) Maintain and keep the Property a change in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. zoning will be effective prior to Closing or (c) Except a change in zoning will prevent Seller from operating its business in the ordinary course while Seller retains possession as permitted in Paragraph 8 hereof. A change in zoning or reduction of business and with respect to items real estate tax assessments are not conditions of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditionedclosing. (d) Continue F. Each Seller's Disclosure Document delivered to maintain all insurance on Purchaser is be a true and complete copy of the Property covering the risks and document in the amounts of coverage in effect on the date hereofSeller's possession. (e) Duly observe G. Seller has disclosed and perform identified to Purchaser all material terms, conditions and requirements policies of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or insurance maintained in connection with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On From the Effective Date and after the date hereof through the Closing Date, without the prior written approval of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Seller shall not: (i) enter into, materially modify or alter, or extend any Service Contracts or other agreements affecting all or any part of the Property; provided, however, that Seller shall have the right to enter into any contracts or agreements that are terminable by their terms prior to Closing; (ii) terminate any of the Residential Leases, except for non-payment of rent; (iii) enter into any Residential Leases or lease extensions or modifications which are inconsistent with Seller’s current management of the Property or its normal and customary leasing and billing practices or which contain terms and conditions materially less favorable than Residential Leases existing as of the Effective Date of this Agreement, provided that Seller shall be permitted to enter into no more than twenty (20) leases with tenants that are in the business of providing occupancy to third parties (such as corporate employees) to the extent consistent with Seller’s ordinary course of operating the Property (provided that no more than twenty (20) of such leases are on the Rent Roll as of the Closing Date); (iv) enter into any leases affecting all or any part of the Commercial Condominium Unit, or alter, amend, modify, or terminate the Xxxxxx Xxxxxx Lease; (v) mortgage or encumber any part of the Property; provided, however, that Seller shall have the right to enter into any encumbrances or agreements that are terminable or will be discharged prior to Closing; (vi) not make any change in its management of the Property or in its normal and customary leasing and billing practices; (vii) not terminate or amend any Governing Document, except that Seller shall be permitted to amend the Master Association Governing Documents, so long as any such amendment to the Master Association Governing Documents does not render the Real Property non-conforming under the terms thereof, violate any law or agreement binding on Buyer or the Property, have a materially adverse affect on the Property (including but not limited to the use, operation, condition or value thereof, provided that a change allowing a competing or different use of property other than the Property shall not, by itself, be deemed an adverse change in the value of the Property) or impose any other obligations on Buyer without Buyer’s prior written approval, which approval may be withheld in Buyer’s sole and absolute discretion; (viii) Intentionally omitted (ix) Intentionally omitted; and (x) not take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property, except as otherwise consented expressly permitted hereunder. In addition to or approved by Buyer the covenants set forth above in writing or required by this Agreementsection, from the Effective Date and through the Closing Date, Seller shallcovenants and agrees that: (axi) Operate Seller shall comply in all material respects with (1) all laws, regulations and other requirements affecting the Real Property and (2) all terms, covenants and conditions or instruments of record or other agreements affecting the Real Property. (xii) Seller shall discharge and release of record all mechanics’ or materialmen’s liens, if any, arising from any labor or materials furnished to the Property prior to Closing to the extent any such lien is not insured over by the Title Company or bonded over pursuant to applicable law. If, after Closing, a mechanics’ or materialmen’s lien is filed in connection with any labor or materials furnished to the Real Property prior to Closing, Seller shall discharge and conduct have released of record or bonded such lien within thirty (30) days from the date Seller receives notice that the lien was filed. The provisions of this Section 13(e)(vii) shall survive the Closing Date for a period of one (1) year. (xiii) Seller agrees to discharge or cause to be conducted its business discharged all Monetary Encumbrances affecting all or any portion of the Property. (xiv) Seller will maintain, or cause to be maintained, in full force and effect fire and extended coverage insurance upon the Condominium Units and public liability insurance with respect to damage or injury to persons or property occurring on or in the regular Condominium Units in such amounts as is maintained on the date of this Agreement. (xv) Seller will advise Buyer promptly of any litigation, arbitration or administrative hearing concerning or affecting the Property to which Seller is a party and of which Seller has actual knowledge or notice. (xvi) Seller shall deliver to Buyer, prior to Closing hereunder, (a) an estoppel certificate from Xxxxxx Xxxxxx (“Tenant Estoppel Certificate”) in the form attached hereto as Exhibit T, certifying, inter alia, (1) that neither the landlord nor tenant is in default under the Xxxxxx Xxxxxx Lease, (2) that the Xxxxxx Xxxxxx Lease is in full force and effect with no understandings or agreements applicable thereto except as otherwise set forth in the Xxxxxx Xxxxxx Lease, (3) that no offset, deduction, claim, defense or counterclaim is available to Xxxxxx Xxxxxx against rent payable by tenant, or against any other performance or obligation otherwise due under the Xxxxxx Xxxxxx Lease, (4) that Xxxxxx Xxxxxx has accepted and is in possession of the Commercial Condominium Unit, (5) that Xxxxxx Xxxxxx is obligated to pay rent for the Commercial Condominium Unit in accordance with the terms of the Xxxxxx Xxxxxx Lease; and (b) the other Estoppels. (xvii) Seller shall manage and operate the Property in accordance with sound and prudent business practices and in compliance with the terms and provisions of the Governing Documents, keep the Real Property and Personal Property in good condition and repair, ordinary course, including wear and tear excepted. (xviii) Seller shall put all unoccupied rental units at the renewal Property that become vacant after the Effective Date in rent-ready condition or Buyer shall be given a credit against the Purchase Price at Closing in an amount required to put said units in rent-ready condition. (xix) Seller shall promptly give written notice to Buyer of the occurrence of any event of which Seller has actual knowledge and extension which affects the truth or accuracy of Tenant Leases, consistent any representations or warranties made or to be made by Seller under or pursuant to this Agreement and shall promptly provide Buyer with past practices, and exercise reasonable efforts a copy of any written notices given to preserve intact or received from a tenant alleging a material default under any of the Leases or any written notices of which Seller has knowledge that are given to or received from a governmental authority or the Master Association relating to any material or adverse condition affecting the use or operation of the Property. (bxx) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. Seller shall furnish to Buyer financial statements (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of propertyincluding, without limitation, operating statements for the prior written consent of BuyerProperty) on a monthly basis and rent rolls and leasing status reports on a monthly basis, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default represented by Seller under any Tenant Leaseas being true, Project Contract or Personal Property Lease correct and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating complete to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business best of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue’s knowledge. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. . (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR sssec. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller hereby covenants and after the date hereof through the Closing, except agrees as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shallfollows: (a) Operate During the Property and conduct or cause to be conducted its business Contract Period, Seller will not enter into any service contracts binding upon Buyer other than in the regular ordinary course of business and ordinary course, including the renewal and extension of Tenant Leases, on terms consistent with past practicesthen current market conditions without Buyer’s prior written approval, which approval shall not be unreasonably withheld and exercise reasonable efforts shall be deemed given if Buyer should fail to preserve intact approve or disapprove any proposed contract in writing within five (5) business days following Buyer’s receipt of Seller’s written request for such action. Notwithstanding the operation of the Propertyforegoing, any such service contracts shall be terminable without cause on not more than thirty (30) days written notice. (b) Maintain During the Contract Period, Seller will operate and keep maintain the Property in good condition a manner substantially consistent with Seller’s past practices and shall not cause waste or misuse of the Property during the Contract Period. In addition, and except as otherwise provided in this Agreement and except with respect to the portions of the Real Property subject to the Office Lease and the Industrial Lease, Seller shall repair the Real Property upon its removal of Removable Fixtures and Personal Property so that, as of the Closing Date, the Real Property, except the portions of the Real Property subject to the Office Lease and the Industrial Lease, shall be in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualtythis Agreement. (c) Except in During the ordinary course of business and Contract Period, Seller will not enter into leases or rental agreements with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditionedReal Property. (d) Continue During the Contract Period, Seller shall pay the premium on, and not cancel or voluntarily allow to maintain all expire, any of the currently existing insurance on coverages pertaining to the Property covering the risks and in the amounts unless such insurance is replaced, without any lapse of coverage in effect on the date hereofcoverage, by another policy or policies. (e) Duly observe During the Contract Period, Seller shall maintain the Real Property in good order and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Propertyrepair. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrue. (h) Use its reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all necessary consents and authorizations of third parties to the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby. (i) On or before the Closing Date, cause to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions of the transaction described on EXHIBIT H attached hereto and made a part hereof.terms (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.

Seller’s Covenants. On Seller covenants and after the date hereof through agrees with Purchaser that ------------------ prior to the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate Seller will use its best efforts and act in good faith to assist Purchaser and Purchaser's agents in performing their financial and other due diligence review of the Property. (b) Seller will not sell, exchange, assign, transfer, convey, lease or otherwise dispose of all or any part of the Property or any interest therein except for Furnishings. Consumables and Expendables which are sold or consumed in the ordinary course of business, and will replace the same with items of equivalent value and utility in the ordinary course of business. (c) Seller will keep the lease agreements creating the Leasehold Estates, the Leases, the Hotel Contracts, the Franchise Agreement and the Permits in full force and effect, will pay all charges when due under such agreements and will perform all of its obligations under such agreements. (d) Without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed), Seller will not enter into any contracts, licenses, easements or other agreements relating to the Property which will obligate Purchaser or be a charge or lien against the Property, except those necessary to continue the operation of the Hotel in the ordinary course of business and which are terminable without penalty on no more than thirty days notice. (e) Seller will use its best efforts to cause the Property to be operated and maintained in the manner in which it is being operated and maintained as of the date of this Agreement which undertaking includes, but is not limited to, (i) maintaining Expendables, Furnishings and Consumables in those quantities and at those levels reasonably equivalent to those present as of the Effective Date, (ii) entering into Bookings and continuing current advertising and promotional programs in the ordinary course of business, (iii) collecting accounts receivable and paying accounts payable and (iv) cleaning, maintaining and repairing the Hotel. (f) Seller will permit Purchaser and its representatives to enter upon and inspect the Property and conduct or cause perform such investigations of the Property and all applicable books and records as Purchaser may from time to be conducted its business in the regular time reasonably deem desirable; provided, however, that Purchaser must give Seller reasonable prior notice of any such inspections and ordinary course, including the renewal investigations and extension of Tenant Leases, consistent with past practices, and exercise reasonable must use good faith efforts to preserve intact minimize any interference with the operation of the Property. (bg) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as Seller or its agents will promptly deliver to Purchaser a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose copy of any item of property, without written communication received prior to Closing which might materially and adversely affect the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements operation of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, Hotel and will promptly notify Purchaser upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking learning of any action in fact or condition which might materially and adversely affect the conduct operation of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become materially untrueHotel. (h) Use its Seller will cooperate with Purchaser in all reasonable efforts (but without expending any substantial funds or exposing itself to any liability or obligation or risk) to obtain all respects in connection with Purchaser's application for new liquor licenses necessary consents and authorizations of third parties to for the performance by Seller of its obligations hereunder and the consummation operation of the transactions contemplated herebyHotel and a new gaming license necessary for the operation of the casino. (i) On Seller or before the Closing Date, cause its agents will promptly deliver to be terminated any management contract relating to the Property which is not assumed by Buyer consistent with the terms and conditions Purchaser a copy of the transaction described on EXHIBIT H attached hereto Hotel's customary daily operating report, including, without limitation, occupancy figures and made a part hereofcasino revenues and expenses. (j) On or before the Closing Date, execute and deliver (or cause its designees to execute and deliver) (i) the Investment Representation Letter attached hereto and made a part hereof as EXHIBIT I and (ii) the Registration Rights Agreement attached hereto and made a part hereof as EXHIBIT J. (k) If Seller is an "employee benefit plan" within the meaning of Section (3)(3) of ERISA, whether or not Seller qualifies as a "governmental plan" within Section 3(32) of ERISA, or an entity which holds plan assets within the meaning of 29 CFR ss. 2510.3- 101, then Seller covenants that all discretionary actions of Seller under this Agreement shall be conducted by a fiduciary of Seller which is independent of MIGRA or, in the case of an entity which holds plan assets, pursuant to directions of the investors in such entity who are independent of MIGRA.