Common use of Leasing Clause in Contracts

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. The Manager shall operate and lease the Managed Containers as part of its Container Fleet and shall perform all managerial and administrative functions and provide or arrange for the provision of all services and documentation of any nature which it considers necessary or desirable for such operation and leasing. The Manager shall, in compliance with the Servicing Standard, take all actions the Manager deems appropriate to ensure compliance by the Lessees with the terms of any Lease Agreement, including the exercise of the rights of the lessor thereunder. 3.3.1 With respect to the Managed Containers, the Manager shall use reasonable efforts to include in the terms of lease agreements with lessees a provision requiring lessees to comply with Applicable Law affecting the Managed Containers and their use, operation and storage while the Managed Containers are on-hire and the Manager shall use reasonable efforts to include in the terms of depot agreements with third-party storage and repair depots a provision requiring the depots to comply with Applicable Law affecting the Managed Containers while the Managed Containers are off-hire and stored in the depot. 3.3.2 The Manager will monitor and record the status of the Managed Containers in the same manner as for containers held for its own account, i.e., for each Managed Container it will record the on-hire location, the date of on-hire and the lessee to whom the Managed Container is on-hire, the off-hire date of the Managed Container and the off-hire location, and the depot where the Managed Container is located while off-hire. 3.3.3 The Manager shall follow the Credit and Collection Policy with respect to the leasing of the Managed Containers and, subject to the terms of such Credit and Collection Policy, the Manager may, in its sole discretion (a) The Borrower covenants determine and agrees at Borrower’s sole cost approve the creditworthiness of any lessee (though the Manager makes no representation or warranty to the Owner as to the solvency or financial stability of any lessee), (b) determine that any amount due from any lessee is not collectible, (c) institute and expense to: prosecute legal proceedings against a lessee as permitted by Applicable Law, (ad) perform terminate or cancel any Lease Agreement, (e) recover possession of the material obligations of lessor contained Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in the Leases and name of the Manager or, if appropriate, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its duties under this Agreement, the Manager shall use commercially reasonable efforts to enforce by all available remediescomply with the Concentration Limits when entering into new Lease Agreements and, at the discretion of Borrowerin any event, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent of the Requisite Global Majority, lease all, or as otherwise permitted by any provision substantially all, of this Loan Agreement: (i) execute any other assignment the Managed Containers to an Affiliate of the Manager or to a single lessee. 3.3.5 The Manager hereby acknowledges that the Manager and its Affiliates are holding the leases relating to any of the Leases; Managed Containers (ii) collect rentals more than one (1) month in advance of but only to the time when it becomes due; (iii) consent extent that such leases relate to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(aManaged Containers), Section 9.3(b)on behalf of, Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreementof, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)Indenture Trustee.

Leasing. (a) The Borrower covenants Subject to the terms and conditions set forth below, Lessor agrees at Borrower’s sole cost to lease to Lessee, and expense to: Lessee agrees to lease from Lessor, the aircraft, including the airframe, engines and all appurtenant equipment (atogether hereinafter the "Aircraft") perform the material obligations of lessor contained described in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; Annex A. (b) Lessor shall purchase the Aircraft from Lessee and lease it back to Lessee if on or before the Last Delivery Date (xspecified in Annex B) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any Lessor receives each of the Major Leases following documents in form and Significant Leases and (y) use commercially reasonable efforts substance satisfactory to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan AgreementLessor: (i) execute any other assignment relating to any a copy of the Leases; this Lease executed by Lessee, (ii) collect rentals more than one a Xxxx of Sale in the form of Annex C and a Federal Aviation Administration (1"FAA") month in advance Xxxx of Sale on AC Form 8050-2 transferring title of the time when it becomes dueAircraft to Lessor; (iii) consent copies of insurance policies or, at Lessor's option, such other evidence of insurance which complies with the requirements of Section 9, (iv) evidence of an N number for the Aircraft together with an assignment of the rights thereto to any assignment Lessor; (v) evidence that the Aircraft has been duly certified as to type and airworthiness by any lessee under any office lease other than the Federal Aviation Administration ("FAA"); (vi) evidence that Lessor's designated FAA escrow agent (which may be FAA counsel) has received in escrow the executed xxxx of sale and AC Form 8050-1 Aircraft Registration Form (except for the pink copy which shall be available to be placed on the Aircraft upon acceptance thereof), and an executed duplicate of this Lease all in proper form for filing with the FAA; (vii) resolution of Lessee authorizing this Lease in the form of Annex D; (viii) a completed inspection and/or survey with respect to the Aircraft in accordance with the provisions requirements set forth in the Certificate of Acceptance; (ix) an opinion of FAA counsel, in form and substance acceptable to Lessor, concerning, among other things, the proper registration of the Lease in question; or (iv) subordinate or agree to subordinate any Aircraft and filing of documents, given the structure of the Leases Lease; and (x) such other documents as Lessor may reasonably request. Lessor's obligation to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to lease the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without Aircraft hereunder is further conditioned upon (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or the cost to Lessor of the acquisition of the Aircraft not exceeding the Capitalized Lessor's Cost stated on Annex A; (2) upon delivery of the Administrative Agent’s prior written consent with respect Aircraft, Lessee's execution and delivery to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders Lessor of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms Certificate of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change Acceptance in the obligations, duties or liabilities form of a tenantAnnex E; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at filing of all necessary documents with, and the greater of (i) acceptance thereof by, the rent payable prior to the execution of such option and (ii) fair market rentFAA. (c) Administrative Agent’s consent shall Once the Certificate of Acceptance has been signed, Lessee may not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such cancel this Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. The Manager shall operate and lease the Managed Containers as part of its Container Fleet and shall perform all managerial and administrative functions and provide or arrange for the provision of all services and documentation of any nature which it considers necessary or desirable for such operation and leasing. The Manager shall, in compliance with the Servicing Standard, take all actions the Manager deems appropriate to ensure compliance by the Lessees with the terms of any Lease Agreement, including the exercise of the rights of the lessor thereunder. 3.3.1 With respect to the Managed Containers, the Manager shall use reasonable efforts to include in the terms of lease agreements with lessees a provision requiring lessees to comply with Applicable Law affecting the Managed Containers and their use, operation and storage while the Managed Containers are on-hire and the Manager shall use reasonable efforts to include in the terms of depot agreements with third-party storage and repair depots a provision requiring the depots to comply with Applicable Law affecting the Managed Containers while the Managed Containers are off-hire and stored in the depot. 3.3.2 The Manager will monitor and record the status of the Managed Containers in the same manner as for containers held for its own account, i.e. for each Managed Container it will record the on-hire location, the date of on-hire and the lessee to whom the Managed Container is on-hire, the off-hire date of the Managed Container and the off-hire location, and the depot where the Managed Container is located while off-hire. 3.3.3 The Manager shall follow the Credit and Collection Policy with respect to the leasing of the Managed Containers and, subject to the terms of such Credit and Collection Policy, the Manager may, in its sole discretion (a) The Borrower covenants determine and agrees at Borrower’s sole cost approve the creditworthiness of any lessee (though the Manager makes no representation or warranty to the Owner as to the solvency or financial stability of any lessee), (b) determine that any amount due from any lessee is not collectible, (c) institute and expense to: prosecute legal proceedings against a lessee as permitted by Applicable Law, (ad) perform terminate or cancel any Lease Agreement, (e) recover possession of the material obligations of lessor contained Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in the Leases and name of the Manager or, if appropriate, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its duties under this Agreement, the Manager shall use commercially reasonable efforts to enforce by all available remediescomply with the Concentration Limits when entering into new Lease Agreements and, at the discretion of Borrowerin any event, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent of the Requisite Global Majority, lease all, or as otherwise permitted by any provision substantially all, of this Loan Agreement: (i) execute any other assignment the Managed Containers to an Affiliate of the Manager or to a single lessee. 3.3.5 The Manager hereby acknowledges that the Manager and its Affiliates are holding the leases relating to any of the Leases; Managed Containers (ii) collect rentals more than one (1) month in advance of but only to the time when it becomes due; (iii) consent extent that such leases relate to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(aManaged Containers), Section 9.3(b)on behalf of, Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreementof, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)Indenture Trustee.

Leasing. (a) The Borrower covenants shall not enter into any Lease for any portion of the Property or any portion thereof except self-storage tenants, and agrees at Leases relating to outdoor parking spaces, in Borrower’s sole cost ordinary course of business and expense pursuant to Borrower’s standard lease form heretofore provided by Borrower to: , and approved by, Administrative Agent (athe “Standard Lease Form”); (b) Borrower shall observe and perform all of the material obligations of lessor covenants, terms, conditions and agreements contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance be observed or performed by the lessees of lessor thereunder, and Borrower shall not do or suffer to be done anything to impair the material obligations of security thereof. Borrower shall not (A) release the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice liability of any default in tenant under any Lease, (B) consent to any tenant’s withholding of Rents or making monetary advances and off-setting the payment same against future rentals, (C) consent to any tenant’s claim of base rent a total or partial eviction, (D) consent to a tenant termination or cancellation of any other material default which occurs Lease, except as specifically provided therein, or (E) enter into any oral leases with respect to all or any portion of the Mortgaged Property; (c) Borrower shall not collect any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals Rents assigned hereunder more than one thirty (130) month days in advance of the time when it becomes duethe same shall become due and payable, except for (A) the first month’s Rent due and payable under the execution of the applicable Lease; (iiiB) security or similar deposits; and (C) Borrower may collect advance Rents in an amount not to exceed ten percent (10%) of all Rents collected in that year;. (d) Borrower shall not make any other assignment of its entire or any part of its interest in or to any or all Leases, or any or all Rents, issues, income or profits assigned hereunder, except as specifically permitted by the Loan Documents; (e) Borrower shall not modify the terms and provisions of the Standard Lease Form, other than in the ordinary course of business, nor shall Borrower give any consent (including, but not limited to, any consent to any assignment by of, or subletting under, any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a)Lease, Section 9.3(b), Section 9.3(cexcept as expressly permitted thereby) or Section 9.4 of this Agreement shall be null approval, required or permitted by such terms and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into provisions or cancel or terminate any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall notLease, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any consent, other Lease: than in the ordinary course of business; (if) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each Borrower shall not accept a “Modification”) surrender of any Lease or convey or transfer, or suffer or permit a conveyance or transfer, of the premises demised under any Lease or of any interest in any Lease so as to effect, directly or indirectly, proximately or remotely, a merger of the estates and rights of, or a termination or diminution of the obligations of, any tenant thereunder; (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, g) Borrower shall not be unreasonably withheld waive or excuse the obligation to pay Rents under any Lease; (h) Borrower shall, at its sole cost and provided further that only the Administrative Agent’s consent shall be needed for Modifications expense, appear in and defend any and all actions and proceedings arising under, relating to or in any manner connected with any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ the lessor or any tenant or guarantor thereunder, and shall pay all reasonable costs and expenses of Administrative Agent’s prior written consent, as applicableincluding court costs and reasonable attorneys’ fees, shall not be required (1) for in any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ such action or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of proceeding in which Administrative Agent or the Requisite Lender that would may appear; (i) as may be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, done in accordance with Borrower’s customary operating existing leasing procedures and policies, Borrower shall enforce the observance and performance of each covenant, term, condition and agreement contained in each Lease to be observed and performed by the tenants and guarantors thereunder; (j) Borrower shall not permit any of the Leases to become subordinate to any lien or in good faith settlement liens other than liens securing the indebtedness secured hereby or liens for general real estate taxes not delinquent; and (k) If any tenant under any Lease is or becomes the subject of any claims and (II) with respect proceeding under the Federal Bankruptcy Code, as amended from time to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Leasetime, or otherwise result in any other federal, state or local statute which provides for the possible termination or rejection of the Leases assigned hereby, Borrower covenants and agrees that if any such Existing Lease having materially less favorable terms is so terminated or (z) change the term of such Existing Leaserejected, provided, however any Modification to an Existing Lease no settlement for damages shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining made without the approval prior written consent of Administrative Agent or the Requisite Lender that would (not to be applicable to such new Lease)unreasonably withheld), and any check in payment of damages for termination or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender rejection of any such Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders will be made payable both to Borrower and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance and provided there then exists no Event of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”)Default, shall be promptly delivered to endorsed or otherwise transferred by Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower Mortgagor shall not, without the Administrative AgentMortgagee’s prior written consent approval in each instance, which approval shall not be unreasonably withheld or as otherwise permitted by any provision of this Loan Agreementdelayed: (i) execute enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other assignment relating to agreement for the rental or occupancy of all or any portion of the LeasesProperty (each a “Lease”); (ii) terminate or cancel, or accept a surrender or suffer or permit any cancellation, termination or surrender or suffer or permit any cancellation, termination or surrender of, any Lease, in any manner whatsoever or (iii) receive, collect rentals or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one (1) month in advance month, except that Mortgagor may, at the time of the time when it becomes dueexecution of any Lease, accept rent security deposits, which shall be held by Mortgagor in accordance with Subsection 2.12(b) hereof. (b) Mortgagor shall at all times fully and promptly comply with, keep and perform all of the terms, covenants, provisions and conditions of any and all Leases on the part of the landlord thereunder to be complied with, kept and performed, and will not do or permit anything to be done which will constitute a breach of any of the terms, covenants, provisions and conditions of any of such Leases. Mortgagor shall enforce the performance and observance of each and every term, covenant, provision and condition of each and every Lease to be performed or observed on the part of the tenant thereunder. Mortgagor shall give prompt notice to Mortgagee of: (i) any notice received by Mortgagor of any default by the landlord or the lessee under any Lease; (ii) the commencement of any action or proceeding by any tenant or lessor the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder; or (iii) consent the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any assignment by such action, defense or claim to be promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any lessee under any office lease Lease, and deposit such security in a bank or trust company and shall not mingle such funds with other than funds. Mortgagor shall repay or apply such funds only in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Propertyapplicable Leases. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform Without limiting the material obligations foregoing, but subject to the provisions of lessor contained this Section 7.2, from the Agreement Date through the Due Diligence Deadline LGI De shall, in the Leases ordinary course, negotiate with prospective tenants and use enter into new leases (on terms that LGI De believes, in its commercially reasonable efforts business judgment, to be market terms), enforce by all available remedies, at the discretion of Borrower, performance by the lessees terms of the Leases in all material respects and perform in all material respects all of landlord's obligations under the Leases. LGI De will promptly notify NetREIT of any new leases entered into by, or proposals to enter into new leases made by, LGI De at least two (2) Business Days prior to the Due Diligence Deadline and provide NetREIT with a summary of the lessees contained in terms of each such new lease or proposal. After the Leases; Due Diligence Deadline, and at least three (b3) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs Business Days prior to becoming legally bound with respect to any new lease or other agreement or modification of the Major existing Leases or other agreement, LGI De shall consult with and Significant Leases seek the consent of NetREIT, and (y) use commercially shall provide reasonable efforts detail to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other LeasesNetREIT including, whether the default be that at NetREIT's request, copies of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable andrelevant documentation, with respect thereto. Any consent to clause (II), in no event be given by NetREIT pursuant to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease this Section 7.2 shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent granted or the Requisite Lender that would be applicable to such new Lease))withheld in NetREIT's sole and absolute discretion, or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed denied if NetREIT does not respond in writing to LGI De's request for said consent within five (5) Business Days after receipt thereof. Prior to the Closing Date, LGI De shall have been given if the provision for making such payment right, but not the obligation (and except to the terms extent that LGI De's failure to act shall constitute a waiver of such paymentsrights or remedies), to enforce the rights and remedies of the landlord under the Leases, by summary proceedings or otherwise, but after the expiration of the Due Diligence Deadline, LGI De shall not apply all or any portion of any security deposit then held by LGI De toward any loss or damage incurred by LGI De by reason of any defaults by any tenants under the Leases. With respect to any application by LGI De, prior to the expiration of the Due Diligence Deadline, of any tenant security deposit held by LGI De, LGI De will deliver, in connection with any such application, written notice to the applicable tenant(s) is contained in a Lease which exists on under the date hereof or Leases indicating that its security deposit has been entered into in accordance or is being so applied. LGI De shall provide NetREIT with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, written notice within three (3) Business Days after any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has action taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent LGI De pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)foregoing provisions.

Leasing. The Servicer (aand all other parties whose approval is required) The Borrower covenants and agrees at must approve the Borrower’s sole cost and expense to: (a) perform the material obligations standard form of lessor contained in the Leases and residential lease or rental agreement prior to its use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, may not materially modify the approved standard form of residential lease without the Administrative AgentServicer’s prior written consent or in each instance (which consent shall not be unreasonably withheld), together with the approval of all other parties whose consent is required. Each lease, other than leases on the Borrower’s standard form of residential lease, of any part of the Project is subject to the Servicer’s written approval as otherwise permitted by any provision to form and substance prior to execution and delivery. Despite the foregoing, the Borrower may enter into residential leases (and amendments) in the ordinary course of this Loan Agreement: business with bona fide third party tenants without the Servicer’s prior written consent if the Borrower uses the approved standard form of residential lease and: (i) execute any other assignment relating to any Within fifteen (15) days after the Servicer’s written request therefor, the Servicer receives a copy of the Leases; executed lease (accompanied by all financial information and certificates obtained by the Borrower pertaining to the tenant); (ii) collect rentals The Borrower, acting in good faith and exercising due diligence, has determined that the tenant qualifies as a low-income family for purposes of meeting the requirements for obtaining Tax Credits; (iii) The lease meets the standards required by Section 42 of the Code; (iv) The lease meets the requirements of the Servicer, the Issuer, and the Investor Limited Partner; (v) The lease reflects an arm’s-length transaction and, so long as the Construction Disbursement Agreement is in effect, conforms to the projections of the Pro Forma Schedule attached thereto; (vi) The lease does not affect more than one (1) month residential unit within the Improvements and is for a minimum term of six (6) months and a maximum term of twelve (12) months, unless otherwise agreed in advance writing by the Servicer; and (vii) So long as the Construction Disbursement Agreement is in effect, the lease, together with all leases previously executed, does not cause the Loan to become “out of balance” as that term is defined in Section 1.2(a) of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with Construction Disbursement Agreement The Borrower acknowledges that the provisions Loan may become “out of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent balance” if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s aggregate economic obligations thereunder under the leases exceed, or decrease the tenant’s obligations thereunder); (ii) waive any of Net Operating Income from the Project fails to meet, the Borrower’s rights or remedies, other than projections for such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties thereby increasing the cost or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after decreasing the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as value of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rentProject. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees Lessor shall notify Lessee of the material obligations Scheduled Delivery Week as soon as possible, but no later than at least thirty (30) days prior to the Scheduled Delivery Month, and Lessor shall notify Lessee of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other LeasesScheduled Delivery Date as soon as possible, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased but no later than at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than least one (1) month in advance of week prior to the time when it becomes due; (iii) consent Scheduled Delivery Week. Subject to any assignment by any lessee under any office Sections 3.1 and 4.4, Lessor will lease other than in accordance with the provisions of Aircraft to Lessee and Lessee will take the Lease in question; or (iv) subordinate or agree to subordinate any of Aircraft on lease for the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a)Term, Section 9.3(b)which shall commence on the Delivery Date, Section 9.3(c) or Section 9.4 of this Agreement and which shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms evidenced by Lessee's execution of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the PropertySupplement No. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: If (i) permit Lessee is unwilling or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect unable to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any accept delivery of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after Aircraft on the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of on which Lessor tenders the execution thereof Aircraft for Delivery to Lessee under and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Leasein accordance with Section 4.3(a), or (2) Lessee fails to fulfil any Modification of any Existing LeaseLessor Condition Precedent on or before such date, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rentthe Lessee Conditions Precedent are met (or could reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which it is tendered by Lessor for Delivery in accordance with subclause (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to possession of the Aircraft, unless and until Lessee fulfils all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. (c) Administrative Agent’s consent shall not Lessee will be required responsible for Borrower all risks associated with any loss of or damage to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in Aircraft from the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason Rent Commencement Date until possession of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant Aircraft is willing returned -3- to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists Lessor on the date hereof or that has been entered into in accordance with Return Occasion and Lessor executes and delivers to Lessee the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used acknowledgement contemplated by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)12.4.

Leasing. (a) The Borrower covenants shall use and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and shall cause its Subsidiaries to use commercially reasonable efforts to enforce by maintain all available remediesleasable space in the Real Estate Assets which are not Mortgaged Properties leased at no less than fair market rental rates considering the type, at the discretion of Borrower, performance by the lessees use and location of the material obligations leased space and the nature of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Propertytenant. (b) With The Borrower and each Guarantor will give notice to the Administrative Agent of any proposed new Lease that would be with a Major Tenant within any Mortgaged Property for the lease of space therein and shall provide to the Administrative Agent a copy of the proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the proposed Lease and such other information as the Administrative Agent may reasonably request. Neither the Borrower nor any Guarantor will lease all or any portion of a Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease relating to a Mortgaged Property without the prior written consent of the Administrative Agent; provided, however, with respect to executed Leases (including Leases entered into after the Effective Date)any Lease which is not with a Major Tenant, the Borrower shall not, without (1) Requisite Lenders’ prior written consent if or any Guarantor may enter into any such Lease is a Major Lease, or (2) amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any such Lease, in each case in the ordinary course of business consistent with sound leasing and management practices for similar properties. To the extent the Administrative Agent’s prior written approval or consent with respect is required pursuant to any other Lease: (i) permit or allow any changethis Section 8.3, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, approval shall not be unreasonably withheld deemed granted in the event the Administrative Agent fails to respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Administrative Agent and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect counsel the economic applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE ADMINISTRATIVE AGENT’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change larger font in the obligations, duties transmittal letter requesting approval and (B) Administrative Agent does not approve or liabilities of a tenant; provided however that Requisite Lenders’ or reject the applicable request within ten (10) Business Days from the date Administrative Agent and Administrative Agent’s prior written consentcounsel receive the request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service (e.g., Federal Express) that the same has been delivered. The Borrower or Guarantors shall furnish the Administrative Agent with executed copies of all Leases or amendments thereto hereafter made. The Borrower or Guarantors shall deliver a Payment Direction Letter (as applicable, shall not be required (1defined in the Cash Collateral Agreement) for any Modification to each new tenant of any a Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market renthereof. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. (a) The Borrower covenants shall not enter, modify or terminate any Lease except in the ordinary course of business or otherwise in accordance with the terms of the Assignment of Leases and agrees at Rents between Lender and Borrower. (b) Except as otherwise permitted under the Assignment of Leases and Rents, Borrower shall not enter into any Lease for any portion of the Property exceeding 5,000 square feet, except to self-storage tenants in Borrower’s sole cost ordinary course of business and expense to: pursuant to Borrower’s standard lease form approved, or deemed approved, by Lender in writing (athe “Standard Lease Form”), (c) Borrower shall observe and perform all of the material obligations of lessor covenants, terms, conditions and agreements contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance be observed or performed by the lessees of lessor thereunder, and the material obligations of Borrower shall not knowingly do or suffer to be done anything to impair the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated propertysecurity thereof. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: not (i) execute release the liability of any other assignment relating tenant under any Lease except in the ordinary course of Borrower’s business, (ii) consent to any tenant’s withholding of Rent in violation of such tenant’s Lease, (iii) consent to any tenant’s claim of a total or partial eviction, (iv) consent to a tenant termination or cancellation of any Lease, except as specifically provided therein or in the ordinary course of Borrower’s business, or (v) enter into any oral leases with respect to all or any portion of the Property. (d) Except for advance rental arrangements in effect prior to the date hereof, Borrower shall not collect any of the Leases; (ii) collect rentals Rents assigned hereunder more than one thirty (130) month days in advance of the time when it becomes due; the same shall become due and payable, except for (i) the first month’s Rent due and payable under the execution of the applicable Lease, (ii) security or similar deposits, and (iii) consent Borrower may collect advance Rents in an amount not to any assignment by any lessee under any office lease other than exceed ten percent (10%) of all Rent collected in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Propertyyear. (be) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Leasenot make any other assignment of its entire or any part of its interest in or to any or all Leases, or any or all Rents, issues, income or profits assigned hereunder, except as specifically permitted by the Loan Documents. (2f) Borrower shall not modify its Standard Lease Form in any material respect without obtaining the Administrative AgentLender’s prior written consent with respect (not to any other Lease: be unreasonably withheld, conditioned or delayed). (ig) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, Borrower shall not be unreasonably withheld and provided further that only waive or excuse the Administrative Agent’s consent shall be needed for Modifications obligation to pay Rent under any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; the ordinary course of Borrower’s business. (h) Borrower shall, at its sole cost and expense, appear in and defend any and all actions and proceedings arising under, relating to or (iii) otherwise consent to in any material change in manner connected with any Lease or the obligations, duties or liabilities of a tenant; provided however that Requisite Lendersthe lessor or any tenant or guarantor thereunder, and shall pay all actual costs and expenses of the Lender, including court costs and reasonable attorneys’ fees, in any such action or Administrative Agent’s prior written consentproceeding in which the Lender may appear. (i) Borrower shall give prompt notice to the Lender of any notice of any material default by the lessor under any Lease received from any tenant or guarantor thereunder. (j) Borrower shall enforce the observance and performance of each material covenant, as applicableterm, condition and agreement contained in each Lease to be observed and performed by the tenants and guarantors thereunder. (k) Borrower shall not be required permit any of the Leases to become subordinate to any lien or liens other than liens securing the indebtedness secured hereby or liens for general real estate taxes not delinquent. (1l) for any Modification of any Lease entered into Not later than ten (10) days after the date hereof that did not require Requisite Lenders’ or Administrative AgentLender’s consent written request, Borrower shall deliver to Lender a certified occupancy report for the Property as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part last day of the original lease terms (or if such Lease as modified would have been permitted hereunder as most recently ended calendar quarter in a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would form reasonably satisfactory to Lender. The foregoing obligation shall be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect in addition to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, set forth in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)Agreement.

Leasing. (a) The Borrower covenants to cause Lxxx Lakes Owner and agrees at Borrower’s sole cost Maple Grove Owner, and expense toBorrower covenants: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts not to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to collect any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates Rents for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes duethe same become due under the terms thereof; (iiib) consent not to discount any assignment by future accruing Rents; (c) not to execute any lessee under other assignments of Leases or any office lease interest therein or any of the Rents thereunder (other than in accordance connection with the provisions existing mortgage on the Lxxx Lakes Property held by The Prudential Insurance Company of America), (d) not to terminate, modify or amend the Lease in question; Leases or (iv) subordinate or agree to subordinate any of the terms thereof, or grant any concessions in connection therewith, either orally or in writing, or to accept a surrender thereof without the written consent of Lender and that any attempted termination, modification, or amendment of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement without such written consent shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (iie) waive to perform all of their respective covenants and agreements as lessor under the Leases and not to suffer or permit to occur any release of liability of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in partlessees, or any reduction in term, or the release or discharge rights to withhold payment of Rent; and to give prompt notices to Lender of any lessee notice of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists default on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower their part with respect to the construction of tenant improvementsLeases received from the lessees thereunder, and to furnish Lender with complete copies of said notices; (f) not to alter, modify or change the payment terms of tenant improvement allowances any guarantees of any of the Leases or cancel or terminate such guarantees without the prior written consent of Lender; (g) not to consent to any assignments of the Leases, or any subletting thereunder whether or not in accordance with their terms, without the prior written consent of Lender; (h) not to exercise any right of election, whether specifically set forth in any such Lease or otherwise, which would in any way diminish the tenant’s liability or have the effect of shortening the stated term of the Lease. The terms "Leases" and leasing commissions have been fully performed, provided, however, if at such time a Default "Rents" herein shall have occurred and be continuing, such amount shall not be returned the definitions given to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit them in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)Mortgage.

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform Without limiting the material obligations foregoing, but subject to the provisions of lessor contained this Section 7.2, from the Agreement Date through the Due Diligence Deadline Seller shall, in the Leases ordinary course, negotiate with prospective tenants and use enter into new leases (on terms that Seller believes, in its commercially reasonable efforts business judgment, to be market terms), enforce by all available remedies, at the discretion of Borrower, performance by the lessees terms of the Leases in all material respects and perform in all material respects all of landlord's obligations under the Leases. Seller will promptly notify Buyer of any new leases entered into by, or proposals to enter into new leases made by, Seller at least two (2) Business Days prior to the Due Diligence Deadline and provide Buyer with a summary of the lessees contained in terms of each such new lease or proposal. After the Leases; Due Diligence Deadline, and at least three (b3) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs Business Days prior to becoming legally bound with respect to any new lease or other agreement or modification of the Major existing Leases or other agreement, Seller shall consult with and Significant Leases seek the consent of Buyer, and (y) use commercially shall provide reasonable efforts detail to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other LeasesBuyer including, whether the default be that at Buyer's request, copies of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable andrelevant documentation, with respect thereto. Any consent to clause (II), in no event be given by Buyer pursuant to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease this Section 7.2 shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent granted or the Requisite Lender that would be applicable to such new Lease))withheld in Buyer's sole and absolute discretion, or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed granted if Buyer does not respond in writing to Seller's request for said consent within three (3) Business Days after receipt thereof. Prior to the Closing Date, Seller shall have been given if the provision for making such payment right, but not the obligation (and except to the terms extent that Seller's failure to act shall constitute a waiver of such paymentsrights or remedies), to enforce the rights and remedies of the landlord under the Leases, by summary proceedings or otherwise, but after the expiration of the Due Diligence Deadline, Seller shall not apply all or any portion of any security deposit then held by Seller toward any loss or damage incurred by Seller by reason of any defaults by any tenants under the Leases. With respect to any application by Seller, prior to the expiration of the Due Diligence Deadline, of any tenant security deposit held by Seller, Seller will deliver, in connection with any such application, written notice to the applicable tenant(s) is contained in a Lease which exists on under the date hereof or Leases indicating that its security deposit has been entered into in accordance or is being so applied. Seller shall provide Buyer with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, written notice within three (3) Business Days after any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has action taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent Seller pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)foregoing provisions.

Leasing. As of August 1, 2018, the Owned Real Property (aother than any vacant Owned Real Properties listed on Section 4.13(a) The Borrower covenants of the Disclosure Schedule) is leased by the applicable Subsidiary to an Eligible Tenant pursuant to an Eligible Lease and agrees at Borrowersuch Lease is in full force and effect and, to Seller’s sole cost and expense to: Knowledge, is not in default in any material respect. No Person (aother than a Subsidiary) perform the material obligations of lessor contained has any possessory interest in the Leases Owned Real Property or right to occupy the same except an Eligible Tenant under and use commercially reasonable efforts pursuant to enforce by the provisions of the applicable Eligible Lease and any Person claiming rights through any such Eligible Tenant. The copy of such Eligible Lease for the Owned Real Property delivered to Purchaser is true and complete in all available remediesmaterial respects and is the entire agreement relating thereto. No rent (including security deposits) has been paid more than thirty (30) days in advance of its due date. As of the Closing Date, at the discretion any payments, free rent, partial rent, rebate of Borrowerrent or other payments, performance credits, allowances or abatements required to be given by the lessees applicable Subsidiary to the relevant tenant has already been provided to such tenant (including reductions in monthly rent during the term of the material obligations related Lease in other similar fashion). “Eligible Tenant” means a tenant who, as of the lessees contained in date such tenant signs the Leases; (b) (x) give Administrative Agent prompt written notice related lease, is a bona fide third party lessee of any default in Owned Real Property who satisfies, and has been certified by the payment applicable Subsidiary prior to such date of base rent or any other material default which occurs with respect to any determination as satisfying, each of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreementfollowing criteria: (i) execute any other assignment relating to any such tenant’s rent expense for the following 12 month period is not greater than 40% of the Leasessuch tenant’s gross income, annualized for a 12 month period; (ii) collect rentals more than one such tenant is not subject to an ongoing bankruptcy; and (1iii) month in advance such Tenant otherwise conforms to the Sellers’ internal tenant leasing criteria. “Eligible Lease” means a written lease that satisfies each of the time when it becomes duefollowing characteristics: (i) the lease is based on the Sellers’ standard form of lease or other form of lease customary for the market in which the applicable Owned Real Property is located; (ii) the lease is entered into on an arms-length basis without payment support by any Subsidiary; (iii) consent to any assignment by any lessee under any office the lease other than in accordance with the provisions had, as of the Lease in questionits commencement date, an initial lease term of at least six months; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of lease does not include a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic purchase option or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender non-customary provision that would be applicable adverse to such new Lease), or the Purchaser’s interest; (2v) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) lease is consistent with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims the Sellers’ internal leasing guidelines; and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (ivi) the rent payable prior to the execution of such option and (ii) fair market rentlease is in compliance with all applicable Laws in all material respects. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. Except as otherwise consented to by the Bank, all Leases shall be written on the standard form of lease which has been approved by the Bank. Upon request, the Company shall furnish the Bank with executed copies of all Leases. No material changes may be made to the Bank-approved standard lease without the prior written consent of the Bank, which consent shall not be unreasonably withheld or delayed. Proposed Leases and renewals of existing Leases shall not be subject to the prior approval of the Bank if the renewal is pursuant to the terms of an existing Lease or if the proposed renewal or new Lease (ai) is on the Bank- approved form, subject only to commercially reasonable variations therefrom, (ii) is negotiated in an arms'-length transaction with a third party not affiliated with the Company, (iii) provides for rental rates and terms comparable to existing local market rates and (iv) is consistent with the current ordinary course of business at the Hotel. All other proposed Leases and renewals of existing Leases shall be subject to the prior approval of the Bank. All Leases shall be subordinate to this Agreement, the Mortgage and the other L/C Documents. All new Leases shall provide that they are subordinate to all mortgages on the Hotel, and that the lessee agrees to attorn to the Bank and any other holder of such mortgage. The Borrower Company (1) shall observe and perform all the obligations imposed upon the lessor under the Leases if the failure to perform or observe the same would materially and adversely affect the value of the Hotel taken as a whole and shall not do or permit to be done anything to materially impair the value of the Leases as security for the indebtedness of the Company hereunder and under the other L/C Documents; (2) shall promptly send copies to the Bank of all notices of default which the Company shall send or receive thereunder; (3) shall enforce in a commercially reasonable manner all of the material terms, covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor conditions contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at upon the discretion of Borrower, performance by the lessees part of the material obligations of the lessees contained in the Leaseslessee thereunder to be observed or performed; (b4) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to shall not collect any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals Rents more than one (1) month in advance advance, (except a security deposit shall not be deemed rent collected in advance); (5) shall not execute any other assignment of the time when it becomes duelessor's interest in the Leases or the Rents; (iii6) consent to any assignment by any lessee under any office lease other than in accordance with shall not (A) materially alter, modify or change the provisions terms of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to without the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Leaseof the Bank, or (2) the Administrative Agent’s prior written which consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld or delayed if the alteration, modification or change does not materially and adversely affect the value of the Hotel taken as a whole and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder as altered, modified or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedieschanged, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions compliance with the approval requirements of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan L/C Documents; provided, at law however that no such consent shall be required for Leases, if after giving effect to such alteration, modification or change the Lease would not have required the Bank's consent in equitythe first instance or (B) cancel or terminate any Lease (except for defaults thereunder), chargeor accept a surrender thereof or convey or transfer or suffer or permit a conveyance or transfer of any portion of the Land or of any interest therein so as to effect a merger of the estates and rights of, set-off and otherwise apply against or a termination or diminution of the obligations of, lessees thereunder; (7) shall not alter, modify or change the terms of any guaranty, letter of credit or other credit support with respect to the Leases (the Lease Guaranty) or cancel or terminate such Lease Guaranty without the prior written consent of the Bank; and liabilities (8) shall not consent to any assignment of Borrower or subletting under the Loan Documents or any part thereofLeases not in accordance with their terms, all or any part without the prior written consent of the funds on deposit in Bank." (i) The Reimbursement Agreement is hereby amended by adding the Termination Payment Escrow. For the avoidance of doubt, this following new Section 9.3(d) is subject to Section 8.13(c).7(uu):

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and shall use commercially reasonable efforts to enforce by maintain all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained leasable space in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current no less than fair market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Propertyrental rates. (b) With respect to executed Leases (including Leases entered into after Without limiting the Effective Date)foregoing, the Borrower shall nothave the right to enter into, or modify, any Residential Lease provided that all the following requirements are satisfied: (i) The Residential Lease shall be prepared on the Borrower’s standard form of residential lease agreement, which has been approved by Lender; (ii) The Residential Lease shall be to a tenant who agrees to occupy its premises for residential purposes and not as a master lease primarily for the subletting of space to others; (iii) The Residential Lease shall be subordinate to the Loan and the Security Instrument and the tenant shall agree attorn to Lender and any purchaser at a foreclosure sale; (iv) No purchase option, master lease options, or rights of first refusal for the sale of the Property shall be permitted without Lender’s prior written approval, which may be withheld in its sole and absolute discretion; (v) The Residential Lease shall provide for rental rates and other terms and conditions comparable to existing local market rates and terms and be an arms-length transaction with a bona fide, independent third party tenant who is not an Affiliate of Borrower or Guarantor; and (vi) At all times, at least ninety-five percent (95%) of the Residential Leases (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or shall have an initial term of at least twelve (12) months and (2) must either be secured by a parental guaranty or entered into with a tenant whose annual income is at least three hundred percent (300%) of the Administrative Agent’s prior written consent with respect annual rent payable under the applicable Residential Lease, and Borrower shall not be permitted to any other enter into a Residential Lease unless clauses (1) and (2) are both satisfied after giving effect to the execution of such Residential Lease. (c) All Retail Leases and all renewals of Retail Leases and all modifications of Retail Leases executed after the date hereof shall: (i) permit or allow provide that such Retail Lease is subordinate to the Security Instrument and that the tenant will attorn to Lender and any change, amendment, modification, assignment, surrender, renewal, extension or termination purchaser at a foreclosure sale (each a “Modification”) of any Lease (to the extent not already provided that notwithstanding for in the foregoing with respect to Modifications that are not terminations or surrenders of a Retail Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive not be to an Affiliate of Borrower or any Guarantor; (iii) not contain any option or right of first refusal to purchase, (iv) provide for rental rates and other terms and conditions comparable to existing local market rates and terms as determined by Borrower in its commercially reasonable discretion and be an arms-length transaction and (v) the Retail Lease shall be prepared on the Borrower’s rights or remedies, other than such rights which standard form of retail lease agreement with market negotiated changes as are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable anddiscretion. Borrower may enter into, with respect to clause (II)amend, in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) restate or change the timing for payment of rent of such Existing modify any Retail Lease, or otherwise result provided the conditions set forth in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of clauses (i) through (v) of the rent payable prior sentence are satisfied, after giving effect to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for amendment, restatement or modification. Borrower to terminate or may accept a surrender of of, or terminate, any Lease that is not a Major Lease or a Significant Retail Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or such tenant is otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Leasedefault. (d) Any sums received by Lease that does not conform to the applicable standards set forth in this Section 9.3 shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Borrower shall: (i) observe and perform the obligations imposed upon the lessor under the Leases in consideration a commercially reasonable manner; (ii) subject to applicable laws, enforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits) (provided that up to 10% of the Residential Leases may have rents prepaid for more than one (1) month in advance); (iv) not permit the execution of any terminationassignment of lessor’s interest in the Leases or the rents (except as contemplated by the Loan Documents); and (v) upon Borrower obtaining knowledge thereof, give Lender prompt written notice of any material default after notice and the expiration of cure periods by landlord or tenant under any Retail Lease. (f) Any action taken or attempted in violation of the provisions of this Section 9.3 shall, to the extent not prohibited by applicable law, be null and void. (g) Upon request by Lender, but no more often than once per calendar year (unless a Default then exists), Borrower shall use commercially reasonable efforts to deliver to Lender and to any party designated by Lender, estoppel certificates and subordination, nondisturbance and attornment agreements (each, an “SNDA”) relating to the Approved Retail Leases executed by the tenant under such Approved Lease, in full or in partform and substance reasonably acceptable to Lender. Lender may at any time and from time to time by specific written instrument intended for the purpose, or any reduction in term, or unilaterally subordinate the release or discharge lien of any lessee of the Security Instrument to any Lease, but only if without joinder or consent of, or notice to, Borrower, any tenant or any other Person. No subordination referred to in this Section shall constitute a Default exists subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lienholder. Nothing herein shall be construed as subordinating the Security Instrument to any Lease. (h) Upon request by a tenant, Lender shall deliver to such funds exceed $500,000 from any such termination (hereaftertenant, a “Termination Payment”)subordination, shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) nondisturbance and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered attornment agreement relating to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Approved Retail Lease executed by Borrower and shall be added such tenant after the date hereof, in form and substance reasonably acceptable to and remain in the Termination Payment Escrow; provided, however, Lender. (i) With respect to any Lease or an amendment to a Lease that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with requires the approval of Administrative AgentLender as provided herein, Borrower shall submit the Lease Materials for such proposed Lease to Lender (in writing with its request for the approval of the Lease by Lender) and Lender shall respond to Borrower with its/their approval or disapproval, as the case may be, of the Lease within ten (10) Business Days of Lender’s receipt of such Lease Materials, provided that the notice sent by Borrower to Lender shall include the following statement set forth in all capital letters: “NOTE: LENDER’S REPLY TO BORROWER’S REQUEST FOR APPROVAL OF THE ENCLOSED LEASE MATERIALS IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THIS REQUEST, AND LENDER’S FAILURE TO RESPOND WITHIN SUCH TEN (10) BUSINESS DAY PERIOD SHALL BE DEEMED AN APPROVAL OF THE ENCLOSED LEASE.” If the request from Borrower contains the foregoing language and the required Lease Materials and Lender fail(s) to respond in writing (which may be by email) with Lender’s approval or disapproval on or before the tenth (10th) Business Day of Lender’s receipt of such written notice and Lease Materials, such approval not to be unreasonably withheld or delayed and such approval shall not be required and failure shall be deemed to have been given if the provision for making such payment (and the terms be an approval of such payments) is contained in a proposed Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreementby Lender. Notwithstanding anything to the foregoingcontrary herein, provided no Triggering Event or if a Default exists and is continuingexists, any Termination Payment that is not applied in accordance with the preceding sentence there shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted no deemed consent under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(csubsection (b).

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: Enter into a new individual Lease or a Lease renewal affecting space (ai)consisting of 20% or more of the space (measured by square footage in an MOB Property) perform of any MOB Property or (ii) which requires the material obligations payment of lessor contained rent which is less than 95% of the "target effective rental rate" (as defined in the Leases and use commercially reasonable efforts to enforce by all available remediesapplicable Approved Annual Budget) for rent for such MOB Property as set forth in the applicable Approved Annual Budget (a "Material Lease"), at or -------------- modify or amend the discretion of Borrowersame, performance by in each case without the lessees consent of the material obligations of the lessees contained in the Leases; Agent; (b) Terminate a Material Lease, without the consent of the Agent; (xc) give Administrative Agent prompt written notice Enter into from and after the date hereof a new Lease or a Lease renewal other than Leases which (taking into account all terms of any default in such Lease, such as rent concessions, landlord's obligations regarding Tenant Improvements and other economic benefits or concessions) provide for "market" rental rates and other market terms; (d) Fail to (i) observe and perform the payment of base rent or any other material default which occurs obligations imposed upon the lessor under the Leases with respect to an MOB Property in a commercially reasonable manner; or (ii) enforce the material terms, covenants and conditions contained in such Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (e) c ollect any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of Rents under any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals Lease more than one (1) month in advance (other than Security Deposits); (f) For purposes of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance foregoing subsections, separate leases with the provisions same Tenant or with Affiliates of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement a Tenant shall be null and voidaggregated. Notwithstanding anything contained herein to the contrary, contrary in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, each Credit Party shall have the right to terminate any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into Lease in accordance with the terms of this Agreement, thereof in the tenant event that a default by the Tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, occurred; and (g) Any Lease submitted to Agent for the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time Agent's approval shall be accompanied by a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used certificate signed by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part Responsible Officer of the funds on deposit Company stating that said Lease complies in all respects with the Termination Payment Escrow. For requirements of clause (c) above and a summary of the avoidance material terms of doubt, this Section 9.3(d) is subject to Section 8.13(csuch Lease (including the economic terms and any termination options).

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to cause Mortgage Borrower to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent Lender prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent Lender prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, and shall not allow Mortgage Borrower, without the Administrative AgentLender’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower allow Mortgage Borrower to enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative AgentLender’s prior written consent with respect to any other Leaseconsent: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative AgentLender’s consent, as applicable, consent shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder)withheld; (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative AgentLender’s prior written consent, as applicable, consent shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative AgentLender’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative AgentLender’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative AgentLender’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, Lender shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received Unless formally waived in writing by Agent under the Mortgage Loan Agreement, Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered cause Mortgage Borrower to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance comply with this Section 9.3(d)) of the Mortgage Loan Agreement. Any funds If Agent is not required requiring Mortgage Borrower to be delivered comply with Section 9.3(d) of the Mortgage Loan Agreement due to a formal written waiver in writing or amendment to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Mortgage Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Lender may require compliance with said Section 9.3(d) is subject by deposit of any Termination Payments an escrow account established by Lender for such purpose and to be disbursed on the same terms as set forth in Section 8.13(c)9.3(d) of the Mortgage Loan Agreement.

Leasing. After the expiration of the Inspection Period, Seller will not, without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed): (a) The Borrower covenants enter into any new residential Lease with a first-time tenant at the Property unless such Lease (i) utilizes Seller's standard form lease agreement, in all material respects, (ii) is for a term or not more than fourteen (14) months, (iii) includes rental rates that are consistent with prevailing market rates (the "Rental Guidelines"), and agrees (iv) such first-time tenant at Borrower’s sole cost the Property materially satisfies Seller's customary tenant qualification and expense to: (a) perform the material obligations of lessor contained screening standards in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion ordinary course of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leasesbusiness; (b) enter into, renew or extend any residential Lease with an existing tenant at the Property unless such Lease (xi) give Administrative Agent prompt written notice utilizes Seller's standard form lease agreement, in all material respects, (ii) is for a term or not more than fourteen (14) months and not less than six (6) months (except for extensions of any default less than six months on a non-recurring basis in the payment case of base rent special tenant circumstances), and (iii) includes rental rates that are consistent with the Rental Guidelines; (c) terminate any Lease except by reason of a default by the tenant thereunder; (d) grant any rental concessions to a tenant that are materially inconsistent with the Rental Guidelines; (e) apply any refundable security deposit held by Seller in connection with any Lease except in the event of a termination of the applicable Lease, in the event of damage to the unit upon move-out or any other material default which occurs with respect otherwise in the ordinary course of business. If Purchaser's consent is requested by Seller as to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts foregoing, Purchaser agrees to give Administrative Agent prompt Seller written notice of any default in the payment of base rent approval or any other material default which occurs with respect to any other Leases, whether the default be that disapproval of the lessee proposed amendment within three (3) business days after Purchaser's receipt of such notice. If Purchaser does not respond to Seller's request within such time period, then Purchaser will be deemed to have approved such amendment, extension, termination or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of new Lease. If the Property that are capable of being leasedcontains any retail or other commercial space, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower Seller shall not, not enter into any new retail Leases without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a)Purchaser, Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld withheld, conditioned or delayed (and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof not given or that has been entered into in accordance reasonably withheld within 15 days after written notice from Seller, together with the provisions of this Agreement. Notwithstanding the foregoingall reasonably relevant supporting documentation, provided no Triggering Event or Default exists and is continuingincluding, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned without limitation, tenant financial information to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into extent in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(cSeller's possession).

Leasing. With respect to Section 3.2(g) of the Security Agreement and the definition of “Permitted Lessee” and notwithstanding the provisions thereof: (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the No Permitted Lessee shall be in material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remediesfinancial or non-financial default under any loan, note or other agreement with FINAME at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the a Permitted Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property.is entered into; (b) With respect to executed Leases The consent of the Lender (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, who shall not be unreasonably withheld and provided further that only entitled to provide such consent without the Administrative Agent’s consent of the Export Credit Guarantor) shall be needed for Modifications required as a condition to the entering into of any lease of an Aircraft to any Lease party that do is incorporated in a Permitted Country or where the Aircraft will not affect be registered in a Permitted Country unless, in any such case, the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any relevant lessee meets one of the Borrower’s rights or remediesother criteria set forth in clauses (b), other than such rights which are de minimis in nature; (c) or (iiid) otherwise consent to any material change in of the obligations, duties or liabilities definition of a tenantPermitted Lessee; provided however that Requisite Lenders’ the Permitted Country list may be revised to eliminate any country requested to be eliminated by FINAME at the direction of Export Credit Guarantor or Administrative Agent’s prior written consent, as applicable, shall not may be required (1) for any Modification of any Lease entered into after updated to include additional countries at the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as request of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior Borrower but subject to the execution consent of such option FINAME and (ii) fair market rent.the Export Credit Guarantor; (c) Administrative Agent’s consent Borrower shall not provide written notice of its intent to enter into a Permitted Lease, such notice to be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default accompanied by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agentproposed documentation, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where early as practicable but in no event less than 20 days before entering into such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease.lease; (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), Permitted Lease shall be promptly delivered assigned as collateral security pursuant to Administrative Agent to hold a Lease Assignment, substantially in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered form of Exhibit C to the Administrative Agent pursuant Security Agreement; (e) Any lease (unless to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment Permitted Lessee that is not applied a U.S. Certificated Air Carrier (as defined in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(sSecurity Agreement) entered into pursuant to Section 3.2(g) of the Security Agreement shall be entitled to the protections of Section 1110 (assuming no change in accordance with U.S. Law which would make such benefits unavailable to mortgaged or leased aircraft (as the terms case may be) generally under U.S. Law) and the Security Trustee and the Lender shall have received a legal opinion of this Agreement, the tenant thereunder has taken possession of all of its space outside counsel to Borrower to such effect (said opinion and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with such counsel to be reasonably satisfactory to Lender); (f) [Intentionally Omitted] (g) With respect to each new any Aircraft, no Permitted Lease thereof may have a term (including renewals) which extends beyond the Loan Maturity Date for the Relevant Loan used to finance such Aircraft; and (h) Any Officer’s Certificate delivered pursuant to Section 3.2(g)(viii) of the Security Agreement shall also confirm that all conditions precedent set forth in form reasonably acceptable this subsection to Administrative Agent and all obligations any lease that is the subject of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions such Officer’s Certificate have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)complied with.

Leasing. (a) The Borrower covenants Lessor agrees to lease to Lessee, and Lessee agrees at Borrower’s sole cost to lease from Lessor, the equipment and expense to: other property (a"EQUIPMENT") perform the material obligations of lessor contained described in the Leases and use commercially reasonable efforts to enforce any Schedule signed by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated propertyboth parties. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 terms of this Agreement and the additional terms in Schedules shall be null and void. Notwithstanding anything contained herein to consistent with the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property.term sheet attached hereto as Exhibit A. (b) With respect Lessor shall purchase Equipment from the Lessee and lease it to executed Leases Lessee if on or before the Last Delivery Date (including Leases entered into after specified in the Effective Date), the Borrower shall not, without (1Schedule) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: Lessor receives (i) permit or allow any changea Schedule for the Equipment, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any evidence of insurance which complies with the Borrower’s rights or remediesrequirements of Section 8, other than such rights which are de minimis in nature; or and (iii) otherwise consent such other documents as Lessor may reasonably request. Each of the documents required above must be in form and substance satisfactory to any material change in Lessor. Once the obligationsSchedule is signed, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, the Lessee may not cancel the Schedule. Lessor shall not be required purchase used equipment where a receivable is in excess of ninety (190) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rentdays. (c) Administrative Agent’s consent shall not be required for Borrower to terminate Except as permitted under Section 1(d) of this Agreement or accept a surrender until the declaration of any Lease default, Lessee shall remain in possession of the Equipment; except that is not a Major Lease or a Significant Lease where either Lessor shall have the right to possess (i) there is any chattel paper or instrument that constitutes a bona fide default by part of the tenant thereunder in the payment of base rent or otherwise in material default or Equipment, and (ii) such termination or surrender any other Equipment in Borrower’s good faith judgment is commercially reasonablewhich Lessor's security interest may be perfected only by possession. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason Lessor may inspect any of the bona fide default by the tenant Equipment during normal business hours after giving Lessee reasonable prior notice. If Lessor asks, Lessee will promptly notify Lessor in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each writing of the remaining years location of such Leaseany Equipment. (d) Any sums received Notwithstanding the terms of this Section 1 or any other provision of this Agreement, Lessee may sublease or rent certain equipment included in the Equipment for the purpose of generating revenue, to dermatologists and other qualified users ("Users"), duly approved by Borrower in consideration Lessee for credit purposes and upon signing of a standard rental usage contract or surgical services agreement. Such equipment will be located at Users' premises or at Lessee's branch offices. (e) Except as permitted under Section 1(d) of this Agreement, Lessor does not authorize and Lessee agrees it shall not (i) part with possession of any terminationof the Equipment (except to Lessor or for maintenance and repair), in full or in part(ii) remove any of the Equipment from the continental United States, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if (iii) grant a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in or otherwise transfer or encumber any of the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest Equipment. (f) Lessee agrees and acknowledges that Users and any other third person who may at then prevailing market rates and any time possess all interest thereon shall be for or any portion of the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and Equipment shall be deemed to have been given if hold, and shall hold, the provision for making such payment (Equipment as the agent of, and the terms of such payments) is contained as pledge holder for, Lessor. Lessor may at any time give notice to any third person described in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to that such third person is holding the Borrower once all of Equipment as the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreementagent of, and as pledge holder for, the tenant thereunder has taken possession Lessor. (g) Lessee shall pay Lessor for the costs of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received audits in an estoppel letter with respect amount equal to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)$750 per person per day.

Leasing. After the expiration of the Inspection Period, Seller will not, without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed): (a) The Borrower covenants enter into any new residential Lease with a first-time tenant at the Property unless such Lease (i) utilizes Seller's standard form lease agreement, in all material respects, (ii) is for a term or not more than fourteen (14) months, (iii) includes rental rates that are consistent with prevailing market rates (the "Rental Guidelines"), and agrees (iv) such first-time tenant at Borrower’s sole cost the Property materially satisfies Seller's customary tenant qualification and expense to: (a) perform the material obligations of lessor contained screening standards in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion ordinary course of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leasesbusiness; (b) enter into, renew or extend any residential Lease with an existing tenant at the Property unless such Lease (xi) give Administrative Agent prompt written notice utilizes Seller's standard form lease agreement, in all material respects, (ii) is for a term or not more than fourteen (14) months and not less than six (6) months (except for extensions of any default less than six months on a non-recurring basis in the payment case of base rent special tenant circumstances), and (iii) includes rental rates that are consistent with the Rental Guidelines; (c) terminate any Lease except by reason of a default by the tenant thereunder; (d) grant any rental concessions to a tenant that are materially inconsistent with the Rental Guidelines; (e) apply any refundable security deposit Exhibit M, List of Existing Loan Documents M-20 held by Seller in connection with any Lease except in the event of a termination of the applicable Lease, in the event of damage to the unit upon move-out or any other material default which occurs with respect otherwise in the ordinary course of business. If Purchaser's consent is requested by Seller as to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts foregoing, Purchaser agrees to give Administrative Agent prompt Seller written notice of any default in the payment of base rent approval or any other material default which occurs with respect to any other Leases, whether the default be that disapproval of the lessee proposed amendment within three (3) business days after Purchaser's receipt of such notice. If Purchaser does not respond to Seller's request within such time period, then Purchaser will be deemed to have approved such amendment, extension, termination or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of new Lease. If the Property that are capable of being leasedcontains any retail or other commercial space, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower Seller shall not, not enter into any new retail Leases without the Administrative Agent’s prior written consent of Purchaser, not to be unreasonably withheld, conditioned or as otherwise permitted by any provision of this Loan Agreement: delayed (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement and such approval shall be null and void. Notwithstanding anything contained herein deemed given if not given or reasonably withheld within 15 days after written notice from Seller, together with all reasonably relevant supporting documentation, including, without limitation, tenant financial information to the contrary, extent in no event Seller's possession). Seller shall Borrower not enter into any Modification that adversely affects new retail Leases without the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Leaseof Purchaser, or (2) the Administrative Agent’s prior written consent with respect not to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic withheld, conditioned or other material terms of such Leasedelayed, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest after the expiration of the Inspection Period, Purchaser’s consent may be earned at the highest prevailing rates. Provided no Default exists granted or withheld in Purchaser’s sole and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed absolute discretion (and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof not given or that has been entered into in accordance reasonably withheld within 15 days after written notice from Seller, together with the provisions of this Agreement. Notwithstanding the foregoingall reasonably relevant supporting documentation, provided no Triggering Event or Default exists and is continuingincluding, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned without limitation, tenant financial information to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into extent in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(cSeller's possession).

Leasing. (a) The Borrower covenants and agrees at Borrowermay not enter into a Lease for any portion of the Property without Agent’s sole cost and expense to: (a) perform the material obligations of lessor contained prior written consent acting in the reasonable and good faith exercise of its discretion; provided however that Borrower may, without Lender’s prior consent, enter into one or more Leases for food and use commercially reasonable efforts to enforce by all available remedies, at beverage or retail operations which individually and in the discretion of Borrower, performance by the lessees aggregate do not exceed 1,000 square feet of the material obligations of the lessees contained total combined food and beverage and retail spaces identified in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with Approved Plans and Specifications. With respect to any of permitted Lease for the Major Leases Property requiring Lender’s consent, Borrower (i) shall observe and Significant Leases perform, or cause to be performed, the obligations imposed upon the lessor under such Lease; (ii) shall enforce the terms, covenants and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default conditions contained in such Lease upon the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that part of the lessee thereunder to be observed or of the lessorperformed; and (ciii) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent of Agent, terminate or as accept a surrender of such Lease or any portion thereof (other than a termination of such Lease in the event that the underlying tenant is in material default of its obligations under such Lease) or take any action that would permit any party to such Lease to terminate such Lease or any potion thereof with respect to, or otherwise permitted surrender, all or any portion of its premises, or recapture all or any portion of a tenant’s premises whether by any provision of this Loan Agreement: termination, subleasing from the tenant or otherwise; (iiv) execute any other assignment relating to shall not collect any of the Leases; (ii) collect rentals rents under such Lease more than one (1) month in advance of the time when it becomes duedue date; (iiiv) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to shall not execute any other deed assignment of trust or encumbrance. Any attempted action lessor’s interest in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or the Rents related thereto (2except as contemplated by the Loan Documents); (vi) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to alter, amend, modify, supplement or change any Lease that do not affect the economic or other material terms of such the Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(dshall include any change to the signage at the Property provided to any tenant, or grant any waivers or consents without the prior written consent of Agent; and (vii) is subject shall execute and deliver at the request of Agent all such further assurances, confirmations and assignments in connection with such Lease as Agent shall from time to Section 8.13(c)time require.

Leasing. In addition to and not as a limitation on Manger's duties hereunder: (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and Manger shall use commercially its reasonable efforts to enforce by all available remedies, at obtain the discretion compliance of Borrower, performance by the lessees of the material tenants with regard to their obligations of the lessees contained in the Leases; under their leases; (b) (x) give Administrative Agent prompt written notice Manager shall diligently review all leases, subleases and assignments of any default leases for space in the payment Property by a tenant occupying space in the Property or a prospective tenant and submit the same to Owner for review, approval and execution; (c) Upon the request of base rent or the Owner, provide copies of all leases, subleases and assignments then in effect and/or deliver to the Owner, and to any other material default persons designated by the Owner, a schedule of all then existing leases, which occurs schedule shall provide such information concerning such leases and the tenants as the Owner shall reasonably request; (d) The Manager shall receive, consider, evaluate and keep complete records with respect to to, and, except as specifically limited by other provisions of this Agreement, shall handle, compromise or settle, the complaints of all tenants or users of any of the Major Leases services or facilities of the Property; provided, however, the Manager is not authorized to, and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of shall not compromise or settle, or make any default in the payment of base rent or any other material default which occurs with respect to to, any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, such complaint without the Administrative Agent’s prior written consent of the Owner if such compromise, settlement or as otherwise permitted payment would reduce gross proceeds or increase expenses of the Property; (e) The Manager shall give prompt notice to the Owner of any defaults by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month tenants under their leases and shall, with the prior approval of Owner, institute in advance its own name or in the name of the time when it becomes due; Owner, any necessary legal actions or proceedings to collect all charges, rents, and monetary damages from the tenants or other persons in possession or to cancel or terminate any leases or to dispossess the tenants or other persons in possession on grounds of nonpayment of any amount due (iiior on grounds of any other failure to perform) consent to any assignment by any lessee under any office the applicable lease other than in accordance with or otherwise enforce the provisions of the Lease in question; or (iv) subordinate or agree leases. The selection of any counsel engaged under this subparagraph shall be subject to subordinate any the prior approval of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a)Owner, Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement and no settlement shall be null entered into in any matter without the Owner's approval; and void. Property Management Agreement (f) Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects without the economic terms prior consent of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date)Owner, the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other LeaseManager: (i) permit shall not receive or allow collect any changerents for more than one month in advance (plus security deposits), amendment(ii) shall not waive, modificationexcuse, assignmentcondone, surrenderdiscount, renewalset off, extension compromise or termination in any manner release or discharge any tenant (each a “Modification”) or any guarantor under any guaranty of any Lease lease) from its obligations under its lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunderguaranty); (iiiii) waive shall not cancel, terminate or consent to the surrender of any lease; (iv) shall not commence any action, suit or proceedings for the collection of rent, for removal or for the dispossession of any tenant or exercise any right of recapture provided in any lease; (v) shall not modify, or in any way alter the provisions of any lease in a manner which would reduce the rent thereunder, shorten the term thereof, impose additional obligations on the landlord thereunder, or reduce the obligations of the Borrower’s rights or remedies, other than such rights which are de minimis in naturetenant thereunder; or (iiivi) otherwise shall not relocate any tenant within the Property; (vii) shall not consent to any material change in modification of the obligations, duties or liabilities of a tenantexpress purposes for which any Tenants premises have been leased; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, and (viii) shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement subletting of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance Property, to any assignment of doubtany lease by any Tenant thereunder, this Section 9.3(d) is subject or to Section 8.13(c)any assignment or further subletting of any sublease.

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform With respect to the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remediesAircraft, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent Airframe or any other material default which occurs Engine, so long as no Payment Default, Bankruptcy Default or Event of Default has occurred and is continuing, enter into a lease with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other LeasesPermitted Air Carrier, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: but only if: (i) execute any other assignment relating the Borrower shall provide written notice to any Security Trustee of the Leases; Borrower's intent to enter into a Permitted Lease 10 days in advance of entering into such lease, such notice to be accompanied by the proposed lease documents; (ii) collect rentals more than one (1) month in advance of At the time when it becomes due; that the Borrower enters into such Permitted Lease, such Permitted Lessee shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, shall not be seeking any reorganization or any readjustment of its debts and shall not be, or shall not have substantially all of its property, in the possession of any liquidator, trustee, receiver or similar person and, if such Permitted Lessee is a Permitted Foreign Air Carrier, the United States then maintains normal diplomatic relations with the country in which such Permitted Lessee has its principal executive offices (or in the case of Taiwan, diplomatic relations at least as good as those in effect on the Borrowing Date); (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Permitted Lease: (i) permit or allow any changeshall include provisions for the maintenance, amendmentoperation, modificationpossession, assignmentinspection and insurance of, surrenderand removal of Liens on, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications Aircraft that are not terminations or surrenders the same in all material respects as the applicable provisions of a Leasethis Security Agreement, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any shall provide that such Permitted Lessee may not further lease or transfer its interests (except transfers of the Borrower’s rights type permitted in Sections 3.2(a) through 3.2(f)), inclusive, in the Aircraft, Airframe or remediesEngines, other than such rights which are de minimis in nature; or and (iii) otherwise consent shall be expressly subject and subordinate to any material change in all the obligationsterms of this Agreement and to the rights, duties or liabilities powers and remedies of Security Trustee hereunder; (iv) In connection with a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consentlease to a Permitted Foreign Air Carrier, as applicable, the Borrower shall not be required have furnished Security Trustee and Lender an opinion (1reasonably satisfactory to Lender and Security Trustee) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof counsel (reasonably satisfactory to Lender and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (IISecurity Trustee), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment country of rent domicile of such Existing LeasePermitted Foreign Air Carrier, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution terms of such option lease are the legal, valid and binding obligations of the parties thereto enforceable under the Laws of such jurisdiction, (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that it is not a Major Lease necessary for Lender or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder Security Trustee to register or qualify to do business in the payment of base rent such jurisdiction, if not already so registered or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agentqualified, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any terminationresult, in full whole or in part, or any reduction of the proposed lease, (iii) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in terma currency freely convertible into Dollars, or for the release or discharge loss of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered title to the Administrative Agent pursuant to the preceding sentence shallAircraft, except during the existence of a Triggering Event Airframe or a Default, be deposited Engines in the Borrower’s Designated Account. event of the requisition by such government of such title (unless the Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest shall provide insurance in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be amounts required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which hull insurance under Section 3.3(k) covering the Termination Payment was paid has been re-leased pursuant requisition of title to Lease(sthe Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such lease), (iv) entered into the laws of such lessee's country of domicile would give recognition to the Borrower's title to, and Security Trustee's Lien in accordance with respect of, such Engine or the Airframe and to the registry of such Engine or the Airframe in the name of the Borrower (or the proposed lessee, as appropriate), (v) the agreement of such Permitted Foreign Air Carrier that its rights under the lease are subject and subordinate to all the terms of this AgreementAgreement and is enforceable against such Permitted Foreign Air Carrier under applicable Law, and (vi) there exist no possessory rights in favor of the tenant thereunder has taken possession Permitted Foreign Air Carrier under such lease under the Laws of all such Permitted Foreign Air Carrier's country of domicile that would, upon bankruptcy or insolvency of or other default by the Borrower and assuming that at such time such Permitted Foreign Air Carrier is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with and when permitted by the terms of Section 5 upon the exercise by Security Trustee of its space and commenced payment remedies under Section 5; (v) The Borrower shall furnish to Security Trustee a certificate of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect regularly retained independent insurance broker to the construction effect that the insurance required by Section 3.3(k) remains in effect at the time such lease is entered into; (vi) All necessary documents shall have been duly filed, registered or recorded in such public offices in the United States and in such country as may be required fully to preserve the title of tenant improvementsthe Borrower, and the payment first priority perfected security interest (subject to Permitted Liens) of tenant improvement allowances Security Trustee, in the Aircraft, Airframe and leasing commissions Engines; (vii) The Borrower shall reimburse Security Trustee and Lender for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Security Trustee or Lender in connection with any such lease; and (viii) The Borrower shall have furnished to Security Trustee an Officer's Certificate to the effect that all conditions precedent provided for herein relating to entry into such lease have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)complied with.

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower Seller shall not, without the Administrative Agent’s Purchaser's prior written consent or as otherwise permitted by (a) enter into any provision new lease for an apartment unit with a first-time tenant unless the lease is on the Seller's standard form, is for a period of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals no more than one (1) month in advance year and the rent shall be not less than the amount of rent for the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions applicable type of the Lease in questionunit shown on Exhibit C attached hereto; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after enter into, and, renew or extend any Lease for an apartment unit with an existing tenant unless the Effective Date)lease is on Seller's standard form, the Borrower shall not, without is for a period of not more than one (1) Requisite Lenders’ prior written consent if such Lease is a Major Leaseyear and not less than seven (7) months and that the rent for the amended, renewal or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, term shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other less than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent noted of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change rent for the term applicable type of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. unit shown on Exhibit C attached hereto; (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not except by reason of a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent thereunder; or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of grant any termination, in full concessions to a tenant. On or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered prior to the Administrative Agent pursuant Closing, as a condition to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be Closing for the benefit of Borrower Purchaser, Seller shall have performed all work necessary (including, without limitation, supplying operable kitchen appliances, installing new carpeting or cleaning existing carpeting, and repainting) to make all apartment units within the Property that have been vacated for more than five (5) days prior to the Closing ready for occupancy by incoming tenants, consistent with Seller's past practices (the "Ready Work"). In the event that all Ready Work has not been completed prior to the Closing, Purchaser may elect to either (a) terminate this Agreement and the Deposit shall be added returned to Purchaser, and remain neither party shall have further rights or obligations pursuant to this Agreement, or (b) waive the completion of the Ready Work, proceed to close the transaction, and receive a credit on account of the incomplete Ready Work in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not an amount to be unreasonably withheld or delayed reasonably determined by Seller and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this AgreementPurchaser at Closing. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence all such Ready Work shall be returned to the Borrower once all of the space extent and consistent with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)Seller's previous practices.

Leasing. With respect to any Aircraft, Airframe or Engine, so long as no Payment Default, Bankruptcy Default or Event of Default has occurred and is continuing, enter into a lease with any Permitted Lessee, but only if: (ai) The Borrower covenants and agrees at shall provide written notice to the Security Trustee of the Borrower’s sole cost and expense to: (a) perform the material obligations 's intent to enter into a Permitted Lease 20 days in advance of lessor contained in the Leases and use commercially reasonable efforts entering into such lease, such notice to enforce by all available remedies, at the discretion of Borrower, performance be accompanied by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; proposed lease documents; (ii) collect rentals more than one (1) month in advance of At the time when it becomes due; that the Borrower enters into such Permitted Lease, such Permitted Lessee shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, shall not be seeking any reorganization or any readjustment of its debts and shall not be, or shall not have substantially all of its property, in the possession of any liquidator, trustee, receiver or similar person; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Permitted Lease: (i) permit shall include provisions for the maintenance, operation, possession, inspection and insurance of, and removal of Liens on, such Aircraft, Airframe or allow any changeEngine that are the same in all material respects as the applicable provisions of this Security Agreement, amendment(ii) shall provide that such Permitted Lessee may not further lease or transfer its interests (except transfers of the type permitted in Sections 3.2(a) through 3.2(f)), modificationinclusive, assignmentin such Aircraft, surrenderAirframe or Engine, renewal(iii) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, extension or termination powers and remedies of the Security Trustee hereunder and (each iv) the Borrower shall collaterally assign such Permitted Lease to the Security Trustee for the Secured Obligations pursuant to a “Modification”Lease Assignment; (iv) In connection with a lease to a Permitted Lessee that is not a U.S. Air Carrier, the Borrower shall have furnished the Security Trustee and the Lender an opinion (reasonably satisfactory to the Lender and the Security Trustee) of any Lease counsel (provided reasonably satisfactory to the Lender and the Security Trustee), in the country of domicile of such Permitted Lessee, that notwithstanding (i) the foregoing terms of such lease are the legal, valid and binding obligations of the parties thereto enforceable under the Laws of such jurisdiction, (ii) it is not necessary for the Lender or the Security Trustee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in whole or in part, of the proposed lease, (iii) the Laws of such jurisdiction of domicile require fair compensation by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to such Aircraft, Airframe or Engine in the event of the requisition by such government of such title (unless the Borrower shall provide insurance in the amounts required with respect to Modifications that are not terminations hull insurance under Section 3.3(k) covering the requisition of title to such Aircraft, Airframe or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only Engine by the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms government of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, jurisdiction so long as such modification does not (y) reduce the amount (except (I) with respect Aircraft, Airframe or Engine is subject to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (IIsuch lease), (iv) the laws of such lessee's country of domicile would give recognition to the Borrower's title to, and the Security Trustee's Lien in no event respect of, such Aircraft, Airframe or Engine and to exceed $10,000 the registry of such Aircraft, Airframe or Engine in the aggregate with respect name of the Borrower (or the proposed lessee, as appropriate), (v) the agreement of such Permitted Lessee that its rights under the lease are subject and subordinate to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this AgreementAgreement is enforceable against such Permitted Lessee under applicable Law, and (vi) there exist no possessory rights in favor of the tenant thereunder has taken possession Permitted Lessee under such lease under the Laws of all such Permitted Lessee's country of domicile that would, upon bankruptcy or insolvency of or other default by the Borrower and assuming that at such time such Permitted Lessee is not insolvent or bankrupt, prevent the return or repossession of such Aircraft, Airframe or Engine in accordance with and when permitted by the terms of Section 5 upon the exercise by the Security Trustee of its space and commenced payment remedies under Section 5; (v) The Borrower shall furnish to the Security Trustee a certificate of its full base minimum rentregularly retained independent insurance broker to the effect that the insurance required by Section 3.3(k) remains in effect at the time such lease is entered into; (vi) All necessary documents shall have been duly filed, registered or recorded in such public offices in the Administrative Agent has received an estoppel letter with respect to each new Lease United States and in form reasonably acceptable to Administrative Agent such country and all obligations necessary registrations with the International Registry shall have been duly made, in each case, as may be required fully to preserve the title of Borrower with respect to the construction of tenant improvementsBorrower, and the payment first priority perfected security interest (subject to Permitted Liens) of tenant improvement allowances the Security Trustee, in such Aircraft, Airframe or Engine and leasing commissions in the Borrower's interest in such Permitted Lease, and the Security Trustee and the Lender shall have received such opinions of counsel as they may reasonably request in connection with such registration, filing or recording; (vii) The Borrower shall reimburse the Security Trustee and the Lender for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by the Security Trustee or the Lender in connection with any such lease; and (viii) The Borrower shall have furnished to the Security Trustee an Officer's Certificate to the effect that all conditions precedent provided for herein relating to entry into such lease have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)complied with.

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense toto cause Mortgage Borrower: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent Lender prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent Lender prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, and shall not allow Mortgage Borrower to, without the Administrative AgentLender’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower allow Mortgage Borrower to enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, and shall not allow Mortgage Borrower to, without (1) Requisite LendersLender’ prior written consent if such Lease is a Major Lease, or (2) the Administrative AgentLender’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative AgentLender’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder)withheld; (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative AgentLender’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative AgentLender’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative AgentLender’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative AgentLender’s consent shall not be required for Borrower or Mortgage Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s or Mortgage Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, Lender shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. (a) The Borrower covenants Bondowner Representative (and agrees at all other parties whose approval is required) must approve the Borrower’s sole cost and expense to: (a) perform the material obligations standard form of lessor contained in the Leases and residential lease or rental agreement prior to its use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, may not materially modify the approved standard form of residential lease without the Administrative AgentBondowner Representative’s prior written consent or in each instance (which consent shall not be unreasonably withheld), together with the approval of all other parties whose consent is required. Each lease, other than leases on the Borrower’s standard form of residential lease, of any part of the Project is subject to the Bondowner Representative’s written approval as otherwise permitted by any provision to form and substance prior to execution and delivery. Despite the foregoing, the Borrower may enter into residential leases (and amendments) in the ordinary course of this Loan Agreement: business with bona fide third party tenants without the Bondowner Representative’s prior written consent if the Borrower uses the approved standard form of residential lease and: (i) execute any other assignment relating to any Within fifteen (15) days after the Bondowner Representative’s written request therefor, the Bondowner Representative receives a copy of the Leases; executed lease (accompanied by all financial information and certificates obtained by the Borrower pertaining to the tenant); (ii) collect rentals The Borrower, acting in good faith and exercising due diligence, has determined that the tenant qualifies as a low-income family for purposes of meeting the requirements for obtaining Tax Credits; (iii) The lease meets the standards required by Section 42 of the Code; (iv) The lease meets the requirements of the Bondowner Representative and the Investor Limited Partner; (v) The lease reflects an arm’s-length transaction and, so long as the Construction Disbursement Agreement is in effect, conforms to the projections of the Pro Forma Schedule attached thereto; (vi) The lease does not affect more than one (1) month residential unit within the Improvements and is for a minimum term of six (6) months and a maximum term of twelve (12) months, unless otherwise agreed in advance writing by the Bondowner Representative; and (vii) So long as the Construction Disbursement Agreement is in effect, the lease, together with all leases previously executed, does not cause the Loan to become “out of balance” as that term is defined in Section 1.2(a) of the time when it becomes due; (iii) consent Construction Disbursement Agreement The Borrower acknowledges that the Loan may become “out of balance” if the landlord’s aggregate economic obligations under the leases exceed, or the Net Operating Income from the Project fails to any assignment by any lessee under any office lease other than in accordance with meet, the provisions Borrower’s projections for such obligations, thereby increasing the cost or decreasing the value of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the PropertyProject. (b) With respect The Bondowner Representative in the exercise of its sole discretion may consider any executed lease it receives to executed Leases (including Leases entered into after be unsatisfactory if the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect lease fails to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive meet any of the Borrower’s rights requirements of this Agreement. If this happens, or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of Borrower at any time fails to submit any executed lease (and accompanying information) at the original lease terms (time required by this Section, or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining any Event of Default has occurred and is continuing, the Bondowner Representative may make written demand on the Borrower to submit all future leases for the Bondowner Representative’s approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to execution. The Borrower must comply with any such demand by the execution of such option and (ii) fair market rentBondowner Representative. (c) Administrative AgentThe Bondowner Representative’s consent shall not be required for Borrower to terminate or accept a surrender approval of any Lease that lease is not a Major Lease or a Significant Lease where either (i) there is a bona fide default for the sole purpose of protecting the Bondowner Representative’s security and preserving the Bondowner Representative’s rights under the Loan Documents. No approval by the tenant thereunder Bondowner Representative will result in the payment a waiver of base rent or otherwise in material any default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by Borrower. In no event will the Bondowner Representative’s approval of any lease be a representation of any kind with regard to the lease, its enforceability or the financial capacity of any tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Leaseguarantor. (d) Any sums received by The Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not must perform all obligations required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent performed by it as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, landlord under any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or lease affecting any part of the funds on deposit in Land or any space within the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)Improvements.

Leasing. (a) The Borrower covenants This Agreement shall be effective from and after the date of execution hereof. Subject to the terms and conditions set forth below, Lessor agrees at Borrower’s sole cost to lease to Lessee, and expense to: Lessee agrees to lease from Lessor, the equipment (a"Equipment") perform described in Annex A to any schedule hereto ("Schedule"). Terms defined or specified in a Schedule and not otherwise defined herein shall have the material obligations of lessor contained meanings ascribed to them in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; such Schedule. (b) The obligation of Lessor to purchase the Equipment from Lessee and to lease the same to Lessee shall be subject to receipt by Lessor, on or prior to the earlier of the Lease Commencement Date or Last Delivery Date therefor, of each of the following documents in form and substance satisfactory to Lessor: (xi) give Administrative Agent prompt written notice a Schedule relating to the Equipment then to be leased hereunder, (ii) a Xxxx of Sale, in the form of Annex B to the applicable Schedule, in favor of Lessor, (iii) evidence of insurance which complies with the requirements of Section 6, and (iv) such other documents as Lessor may reasonably request. Simultaneously with the execution of the Xxxx of Sale, Lessee shall also execute a Certificate of Acceptance, in the form of Annex C to the applicable Schedule, covering all of the Equipment described in the Xxxx of Sale. Upon execution by Lessee of any default in Certificate of Acceptance, the payment of base rent Equipment described thereon shall be deemed to have been delivered to, and irrevocably accepted by, Lessee for lease hereunder. (c) LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT WITHOUT ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES NOT MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as between Lessor and Lessee, are to be borne by Lessee. Without limiting the foregoing, Lessor shall have no responsibility or liability to Lessee or any other material default which occurs person with respect to any of the Major Leases and Significant Leases and following (yi) use commercially reasonable efforts any liability, loss or damage caused or alleged to give Administrative Agent prompt written notice of be caused directly or indirectly by any default in the payment of base rent Equipment, any inadequacy thereof, any deficiency or defect (latent or otherwise) therein, or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leasescircumstance in connection therewith; (ii) collect rentals more than one (1) month in advance the use, operation or performance of the time when it becomes dueany Equipment or any risks relating thereto; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions interruption of the Lease in questionservice, loss of business or anticipated profits or consequential damages; or (iv) subordinate the delivery, operation, servicing, maintenance, repair, improvement or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) replacement of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a LeaseEquipment. If, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past dueas, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default (as hereinafter defined) exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of under this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvementsLessee shall be, and the payment of tenant improvement allowances and leasing commissions have been fully performedhereby is, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and authorized during the continuance of a DefaultTerm (as hereinafter defined) to assert and enforce, Administrative Agent mayat Lessee's sole cost and expense, from time to time, in addition to all other remedies permitted under this Agreement the name of and for the other Loan Documentsaccount of Lessor and/or Lessee, at law or in equityas their interests may appear, charge, set-off whatever claims and otherwise apply rights Lessor may have against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part Supplier of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)Equipment.

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (aw) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give promptly deliver to Administrative Agent prompt written notice copies of any default in the payment all notices of base rent material defaults delivered and/or received by Borrower or any other material default which occurs with respect Manager to any of the tenants under any Minor Lease or Major Leases and Significant Leases and Lease; (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property; and (z) to the extent required pursuant to Section 9.3(d) below, upon the exercise of any termination or contraction right by tenant under a Lease, deposit with Administrative Agent the portion of any fees associated with such termination or contraction right that, so long as no Triggering Event has occurred and is continuing, exceeds $500,000 to be disbursed by Agent to pay Leasing Costs pursuant to Section 9.3(d) below. The Notwithstanding the foregoing, (x) while any Triggering Event exists, or (y) if the exercise of any termination or contraction right by tenant under a Minor Lease would result in the occurrence of a Triggering Event, then upon the exercise of any termination or contraction right by tenant under a Minor Lease, Borrower shall deposit with Administrative Agent all fees associated with such termination or contraction right, to be disbursed by Agent to pay Leasing Costs pursuant to Section 9.3(d) below. Except for Permitted Liens, Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this the Loan AgreementDocuments: (i) execute any other assignment relating to any of the Leases; (ii) except with respect to any Prepaid TI Rent paid by a tenant pursuant to the terms of the applicable Lease, collect rentals (other than security deposits) more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment (and for the avoidance of doubt the term assignment shall not include subleases) by any lessee under any office lease requiring Lease Approval other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust mortgage or encumbrancelien other than Permitted Liens. Any action or attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in In no event shall Borrower enter into any Modification that adversely affects the economic terms of results in a Lease based being on lessee’s or lessee’s Affiliates relationship or business dealing with terms that are less favorable to Borrower or any Borrower’s Affiliate unrelated to than commercially reasonable market terms without the Propertyprior written reasonable approval of Administrative Agent. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such the requisite Lease is a Approval for any Major Lease or any Minor Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Leaseas applicable: (i) permit or allow any material change, amendment, modification, assignment, surrender, renewal, renewal or extension or termination (each a “Modification”” and for the avoidance of doubt, the term “Modification” shall not include any complete or partial surrender of termination (which are discussed in (c) below)) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remediesremedies under any Lease, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as tenant under a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent For the avoidance of doubt, no Lease Approval shall not be required with respect to Modifications of, or waivers of rights or remedies or consents to material changes for Borrower to terminate or accept a surrender of any Lease that is not neither a Major Lease or nor a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Minor Lease. (d) Any Borrower shall be permitted to retain any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), up to a maximum amount equal to $500,000, and any portion of such Termination Payment that exceeds $500,000 shall be promptly delivered to Administrative Agent to hold in escrow (deposited by Borrower into the “Termination Payment Escrow”) and Account. Funds in the Termination Payment Account shall be disbursed in accordance with this Section 9.3(d); provided, however, Borrower shall be permitted to retain, and shall not be required to deposit in the Termination Payment Account or Borrower’s Designated Account, the termination fee paid to Borrower by Lxxxxx & Wxxxxxx LLP in connection with its termination effective as of December 31, 2018. Any funds not required to be delivered to deposited into the Administrative Agent Termination Payment Account pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment EscrowAccount. The All interest on the Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon Payment Account shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment EscrowAccount; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement Administrative Agent shall cause to be made, disbursements from the Termination Payment Escrow Account to Borrower for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions Leasing Costs associated with the any Leases that do not require any approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to that have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into approved in accordance with the provisions Section 9.4 of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of substantially all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvementsTenant Improvements, and the payment of tenant improvement allowances Tenant Improvement Allowances and leasing commissions Leasing Commissions have been fully performed, ; provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment EscrowAccount. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c8.13(b). Borrower shall not have any right to make withdrawals from the Termination Payment Account.

Leasing. (a) The Borrower covenants Subject to the terms and conditions set forth below, Lessor agrees at Borrower’s sole cost to lease to Lessee, and expense to: Lessee agrees to lease from Lessor, the aircraft, including the airframe, engines and all appurtenant equipment (atogether hereinafter the "Aircraft") perform the material obligations of lessor contained described in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; Annex A. (b) Lessor shall purchase the Aircraft from the manufacturer or supplier thereof (x"Supplier") give Administrative Agent prompt written notice of any default and lease it to Lessee if on or before the Last Delivery Date (specified in the payment of base rent or any other material default which occurs with respect to any Annex B) Lessor receives each of the Major Leases following documents in form and Significant Leases and (y) use commercially reasonable efforts substance satisfactory to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan AgreementLessor: (i) execute any other assignment relating to any a copy of the Leases; this Lease executed by Lessee, (ii) collect rentals more than one unless Lessor shall have delivered its purchase order for the Aircraft or received a xxxx of sale for the Aircraft in the name of Lessor (1and in form and substance satisfactory to Lessor), the Purchase Document(s) month Assignment and Consent in advance the form of Annex C, with copies of the time when it becomes duepurchase order or other purchase documents attached thereto; (iii) consent copies of insurance policies or, at Lessor's option, such other evidence of insurance which complies with the requirements of Section 10, (iv) evidence of an N number for the Aircraft together with an assignment of the rights thereto to any assignment Lessor; (v) evidence that the Aircraft has been duly certified as to type and airworthiness by any lessee under any office lease other than the Federal Aviation Administration ("FAA"); (vi) evidence that Lessor's designated FAA escrow agent (which may be FAA counsel) has received in escrow the executed xxxx of sale and AC Form 8050-1 Aircraft Registration Form (except for the pink copy which shall be available to be placed on the Aircraft upon acceptance thereof), and an executed duplicate of this Lease all In proper form for filing with the FAA; (vii) resolution of Lessee authorizing this Lease in the form of Annex D; (viii) a completed inspection and/or survey with respect to the Aircraft in accordance with the provisions requirements set forth in the Certificate of Acceptance; and (ix) such other documents as Lessor may reasonably request. Lessor's obligation to lease the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without Aircraft hereunder is further conditioned upon (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or the cost to Lessor of the acquisition of the Aircraft not exceeding the Capitalized Lessor's Cost stated on Annex A; (2) upon delivery of the Administrative Agent’s prior written consent with respect Aircraft Lessee's execution and delivery to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders Lessor of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms Certificate of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change Acceptance in the obligations, duties or liabilities form of a tenantAnnex E; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at filing of all necessary documents with, and the greater of (i) acceptance thereof by, the rent payable prior to the execution of such option and (ii) fair market rentFAA. (c) Administrative Agent’s consent shall not be required Lessor hereby appoints Lessee its agent for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders inspection and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender the Aircraft from the Supplier. Once the Certificate of a Lease that is a Major Lease or Significant LeaseAcceptance has been signed, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lessee may not cancel this Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed (1) $500,000 from any such termination or (2) $1,000,000 taken in the aggregate with all prior lease termination payments received by Borrower (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained Administrative Agent shall be given an opportunity to review leases for rentable space in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment EscrowCommercial Component; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the Administrative Agent's approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall leases will not be required if such lease provides for rents that are at commercially reasonable rates and contain commercially reasonable terms and conditions and are with third-party tenants unrelated to Borrower, or such lease is for rental of less than 2,500 square feet. In no event may any lease contain an option to purchase. In all other cases, Administrative Agent shall use reasonable efforts to approve or disapprove any proposed lease within seven (7) Business Days of receipt by Administrative Agent of the lease and all other information reasonably deemed necessary by Administrative Agent in connection with approval of the lease. Failure of the Administrative Agent to disapprove any such lease within such seven (7) Business Day period shall be deemed to have been given if the provision for making such payment (and the terms be approval of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions lease. Administrative Agent shall not unreasonably withhold its approval of this Agreementany proposed lease. Notwithstanding Without limiting the foregoing, provided no Triggering Event or Default exists Administrative Agent may condition approval of any such proposed lease on the execution and is continuingdelivery by the tenant of a subordination, any Termination Payment non-disturbance and attornment agreement in a form that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent. (b) Borrower shall use commercially reasonable efforts to deliver to Administrative Agent within fifteen (15) Business Days following a request therefore, a subordination, non-disturbance and attornment agreement and/or an estoppel certificate, for the benefit of Lenders, each in form and substance reasonably satisfactory to Administrative Agent, from such tenant or tenants as Administrative Agent shall specify. (c) Within ten (10) days after the execution thereof, Borrower shall deliver to Administrative Agent copies of all obligations of leases. (d) Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied amend or used modify any lease requiring approval by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Defaultin any material respect, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents waive or release any part thereof, all or any part of the funds on deposit in material provisions thereof. (e) Borrower shall at all times comply with all of the Termination Payment Escrow. For terms and conditions of the avoidance leases and shall not permit any violation of doubt, this Section 9.3(d) is subject to Section 8.13(c)the terms thereof or default thereunder.

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees Lessor shall notify Lessee of the material obligations Scheduled Delivery Week as soon as possible, but no later than at least thirty (30) days prior to the Scheduled Delivery Month, and Lessor shall notify Lessee of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other LeasesScheduled Delivery Date as soon as possible, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased but no later than at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than least one (1) month in advance of week prior to the time when it becomes due; (iii) consent Scheduled Delivery Week. Subject to any assignment by any lessee under any office Sections 3.1 and 4.4, Lessor will lease other than in accordance with the provisions of Aircraft to Lessee and Lessee will take the Lease in question; or (iv) subordinate or agree to subordinate any of Aircraft on lease for the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a)Term, Section 9.3(b)which shall commence on the Delivery Date, Section 9.3(c) or Section 9.4 of this Agreement and which shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms evidenced by Lessee's execution of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the PropertySupplement No. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: If (i) permit Lessee is unwilling or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect unable to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any accept delivery of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after Aircraft on the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of on which Lessor tenders the execution thereof Aircraft for Delivery to Lessee under and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Leasein accordance with Section 4.3(a), or (2) Lessee fails to fulfil any Modification of any Existing LeaseLessor Condition Precedent on or before such date, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rentthe Lessee Conditions Precedent are met (or could reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which it is tendered by Lessor for Delivery in accordance with subclause (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to possession of the Aircraft, unless and until Lessee fulfils all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. (c) Administrative Agent’s consent shall not Lessee will be required responsible for Borrower all risks associated with any loss of or damage to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in Aircraft from the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason Rent Commencement Date until possession of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant Aircraft is willing returned to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists Lessor on the date hereof or that has been entered into in accordance with Return Occasion and Lessor executes and delivers to Lessee the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used acknowledgement contemplated by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)12.4.

Leasing. (a) The Borrower covenants From and agrees at Borrower’s sole cost and expense to: (a) perform after the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remediesEffective Date, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of Seller shall not enter into any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, new Lease Transaction without the Administrative AgentPurchaser’s prior written consent consent, which may be granted or withheld in Purchaser’s sole and absolute discretion except as otherwise permitted by any provision of provided in this Loan Agreement: Section 9.2(a). Notwithstanding the foregoing, Seller shall not be required to obtain Purchaser’s consent (1) to (i) execute enter into any other assignment relating to modification, renewal or extension of any of the Leases; , or (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) grant any consent to any assignment by any lessee or approval under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to (including, without limitation, any other deed consents or approvals requested by Vertex under Schedule 10.01 of trust or encumbrance. Any attempted action in violation of this Section 9.3(athe applicable Vertex Lease), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein in each case to the contraryextent that (A) such consents or approvals are approvals of plans or specifications with respect to the buildout of the applicable leased premises, in no event shall Borrower (B) such consents or approvals do not create additional obligations on Purchaser or risk of liability that will not be the responsibility of the applicable Master Tenant following Closing or (C) the same is required or permitted pursuant to the applicable terms of the relevant Lease and the applicable Lease does not call for any discretionary action on the part of Seller with respect thereto, or (2) to enter into any Modification that adversely affects or all of the economic terms Boat Building Lease, the Cafeteria Lease or the Starbucks Lease. Notwithstanding the foregoing, in connection with any matter with respect to which, under the applicable Lease, Seller may not unreasonably withhold its consent or approval, Purchaser shall be bound by the same standard. The review and approval process for any proposed new lease for space in the Improvements other than the Boat Building Lease, the Cafeteria Lease or the Starbucks Lease shall be as set forth in the applicable form of 11 Fan Pier Master Lease or form of 50 Northern Master Lease attached to this Agreement as Schedules 9.2(c)-1 and 9.2(c)-2, respectively, as if (i) such form of master lease were in effect at the time of such review and approval and (ii) such proposed lease constituted a Space Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to (as such term is defined in the Propertyapplicable form of Master Lease) under the applicable form of Master Lease. (b) With respect to executed Leases (including Leases entered into From and after the Effective Date), the Borrower Seller shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to not enter into any other Lease: (i) permit new service, management, leasing brokerage or allow any change, amendment, modification, assignment, surrender, renewal, extension other contracts for the Property or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights modifications, renewals or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification terminations of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender contracts, in either case that would be applicable to such new Lease)binding on Purchaser after Closing, without the written consent of Purchaser, which consent may be granted or (2) any Modification of any Existing Lease, so long as such modification withheld in Purchaser’s sole discretion. If Purchaser does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, notify Seller in accordance with Borrower’s customary operating procedures writing of its consent or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or disapproval within three (3) Business Days after notice thereof from Seller, Purchaser shall be deemed to have consented to such requested action. If Purchaser disapproves any Modification evidencing lease renewal options allowing such request, then Purchaser’s written notice shall specify the reasons for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rentdisapproval. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either At Closing, (i) there is Purchaser, as landlord, shall enter into a bona fide default by the tenant thereunder master lease substantially in the payment of base rent or otherwise in material default or form attached hereto as Schedule 9.2(c)-1 with 11 Fan Pier Master Tenant, as tenant, for the 11 Fan Pier Master Leased Premises (the “11 Fan Pier Master Lease”) and (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative AgentPurchaser, as applicablelandlord, shall not unreasonably withhold their consent to enter into a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant master lease substantially in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease form attached hereto as Schedule 9.2(c)-2 with 50 Northern Master Tenant, as tenant, for the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow 50 Northern Master Leased Premises (the “Termination Payment Escrow50 Northern Master Lease”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. During the period between the Effective Date and the delivery of the Deposit, Seller shall continue to manage and lease the Property in the same manner as before the making of this Agreement, the same as though Seller were retaining the Property. Provided, however, Seller shall have no obligation to lease or market the Property and Seller shall have no liability for Leases which are terminated either by agreement between the Seller and the applicable tenant or as a result of a tenant’s default under its Lease. During the period between the delivery of the Deposit and the Closing Date, Seller hereby agrees to (to the extent permitted by applicable law): (i) not enter into any new Lease, renew any existing Lease, or modify any existing Lease for a unit at the Property unless (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance the term of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, expires on or before the dates specified on Exhibit F attached hereto for each individual building and (2) the Administrative Agent’s prior written consent with respect to Lease terminates by its express terms on a date certain; and (3) the Lease does not contain any other Lease: (i) permit autorenewal or allow any change, amendment, modification, assignment, surrender, renewal, extension or non-termination (each a “Modification”) of any Lease (provided provisions that notwithstanding benefit the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in natureTenant; or (iiib) Buyer otherwise consent to any material change waives the requirements of this Section in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate writing with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option certain tenants; and (ii) fair market rent. (c) Administrative Agentcooperate with Buyer in any submissions to governmental authorities relating to Purchaser’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders intended use and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason development of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any LeaseProperty. Upon Buyer’s request, but only if after the Deposit has been made, Seller shall deliver a Default exists or such funds exceed $500,000 from any such notice of termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow120 Day Notice”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shalltenants specified by Buyer, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein Seller shall require have no obligation to send the 120 Day Notice if the sending of the 120 Day Notice will result in the Lease being terminated prior to the dates specified on Exhibit F or the date the Lease expires according to its own terms (without reference to any tenant holdover or automatic renewal provisions contained in such Lease). In addition, Seller and Buyer agree that interest be earned at Buyer shall have the highest prevailing rates. Provided no Default exists and is continuingright to cause the Seller to send 120 Day Notices with respect to Leases that expire more than one hundred twenty (120) days after the date of the 120 Day Notice, Borrower may request a disbursement from provided that such notices specify that the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval Lease shall not be required terminated until the later of (x) one hundred twenty (120) days after the date of the 120 Day Notice; and (y) the date the Lease expires according to its own terms (without reference to any tenant holdover or automatic renewal provisions contained in such Lease). Seller and Purchaser shall jointly draft the 120 Day Notice, which may contain additional information regarding Purchaser’s intended plans with respect to the Property. Commencing on the date which is fifteen (15) days after delivery of the Deposit, and monthly thereafter until the Closing Date, Buyer shall pay directly to Seller the amount of Fifty Thousand and No/100 Dollars ($50,000.00) (a “Vacancy Payment”). Each installment of the Vacancy Payment shall be nonrefundable and shall be deemed fully earned by Seller when paid. The Vacancy Payment shall not be credited against the Purchase Price. Buyer’s failure to have been given pay an installment of the Vacancy Payment when due shall be a material default under this Agreement and in the event of such default, in addition to any other remedies available to Seller, Seller may cease to comply with the obligations of this Section 7.1. During the period between the Effective Date and the Closing Date, if Seller becomes aware that a Unit is going to become vacant for the provision for making buildings located at 11011, 11013, 11015, 11017 and 00000 Xxxxxxxxx Xxxx Xxxxx on a date between the Effective Date and the Closing Date (provided that nothing contained in this paragraph shall affect the Seller’s obligations with respect to the Lease termination dates set forth in Exhibit F.), then Seller shall give Buyer written notice of such payment (vacancy, describing the Lease, the rent and the terms and conditions of the Lease. All terms and conditions shall be substantially similar to those offered to prospective tenants at the Property. Buyer shall have four (4) business days from the receipt of such payments) is contained notice to agree to lease the unit that will become vacant for the rent and upon the terms and conditions specified in such notice by giving written notice to Seller. If Buyer exercises its rights hereunder to enter into a Lease, the parties shall promptly execute a Lease which exists for said unit, and Buyer and Seller shall thereafter comply with each of their respective obligations under the Lease until the Closing Date (and thereafter if Closing does not occur). If Buyer does not exercise its rights hereunder to enter into a Lease, Seller may enter into a Lease for that Unit with a third party on substantially the date hereof or that has been same terms as were offered to Buyer and otherwise in compliance with the requirements of this Agreement regarding leasing. All amounts paid by Buyer to Seller under Leases entered into in accordance with pursuant to this paragraph shall be credited to the Purchase Price at Closing. The provisions of this Agreement. Notwithstanding paragraph shall survive the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms termination of this Agreement, unless such termination results from a default by Seller under this Agreement. During the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, period between the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, Effective Date and the payment Closing Date, on a monthly basis Seller shall deliver to Buyer copies of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default the current rent roll for the Property together with copies of any newly executed Leases or modifications or renewals of Leases. Such rent roll shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or the actual rent roll used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, Seller in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part its operation of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)Property.

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable Manager shall exercise efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions Performance Standard to obtain and keep residents who are students at the [___________________] or other colleges or universities in the vicinity of the Lease in question; or Property (iv“Resident”, “Student”, and “Tenant” used interchangeably throughout) subordinate or agree to subordinate any of the Leases to any and other deed of trust or encumbrancequalified residents. Any attempted action in violation of this Section 9.3(a)Manager shall, Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, using efforts in accordance with Borrowerthe Performance Standard, ensure that the tenants receive the services required to be provided by Owner under their leases, to duly and punctually observe and perform on behalf of Owner all of Owner’s customary operating procedures or in good faith settlement obligations under the leases, and to enforce, preserve and keep unimpaired the rights of any claims Owner and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason obligations of the bona fide default by tenants under the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant leases. Manager is willing authorized, subject to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required the Approved Operating Budget and Approved Management Plan, to be delivered to the Administrative Agent pursuant to the preceding sentence shallnegotiate, except during the existence prepare, and execute all residential leases on a substantially similar form of a Triggering Event or a Defaultresidential lease as approved by Owner, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment EscrowOwner; provided, however, that nothing herein shall require that interest be earned at without the highest prevailing rates. Provided no Default exists and is continuingconsent of Owner, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions Manager: (i) except in accordance with the approval of Administrative AgentApproved Operating Budget and Approved Management Plan, such approval not to be unreasonably withheld or delayed and such approval if applicable, shall not be required and shall be deemed to have been given if modify, or in any way alter the provision for making such payment (and the terms provisions of such payments) is contained any lease in a Lease manner which exists would reduce the rent thereunder below the applicable rental rate tier set forth in the leasing parameters in the then Approved Operating Budget and Approved Management Plan, shorten the term thereof, impose additional obligations on the date hereof landlord thereunder, alter any material, financial or that has been economic term of the lease or reduce the obligations of the tenant thereunder; (ii) shall not consent to any subletting of any part of the Property, to any assignment of any lease by any tenant thereunder, or to any assignment or further subletting of any sublease; and (iii) shall not permit any person to occupy any space in the Property without: (y) a written lease approved by Owner or entered into in accordance with the provisions Approved Operating Budget and Approved Management Plan; and (z) Manager’s receipt on behalf of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, Owner of any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with security deposit required under the terms of this Agreementsuch lease, the tenant thereunder has taken possession a current certificate of all of its space insurance (if applicable), and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect rent required thereunder to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect be paid prior to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentencetenant’s taking occupancy. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).​

Leasing. Subject to the limitation set forth in the last paragraph of this Section 2. 1 , Manager shall do, accomplish and complete, or cause to be done, accomplished and completed, all services necessary for the leasing of any available space in the Building, the Docks, and/or any other rentable facilities to tenants who are, to the best of Manager's knowledge, creditworthy and responsible, including, but not limited to the following activities: (a) The Borrower covenants and agrees make proposals at Borrower’s sole cost and expense to: (a) perform appropriate times for the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees modification of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted approved leasing guidelines previously approved by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property.Owner; (b) With respect to executed Leases (including Leases entered into after implement the Effective Date), leasing guidelines approved by Owner and the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed promotional plan approved by Owner for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution procurement of prospective tenants and negotiation of proposed lease with such option prospective tenants, and (ii) fair market rent.the advertisement of the Property and the preparation of rental signs, circular matters and such other forms of advertising as are outlined in the promotional plan approved by Owner; (c) Administrative Agent’s negotiate and prepare (or cause to be prepared) all leases, amendments thereto and modifications thereof for the Building (collectively the "Lease Documents") from a standard form approved by Owner, an submit all Lease Documents to Owner for its review. All Lease Documents shall be subject to prior written approval by Owner and no Lease Document shall be binding on or enforceable against Owner unless Owner shall execute the same. In no event shall Manager have authority to execute Lease Documents for the Building on behalf of the Owner; (d) negotiate and prepare (or cause to be prepared) all leases and other agreements for the use and occupancy of the Docks ("Dock Leases") from a standard form approved by Owner. Owner's consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder Dock Leases entered into by' Manager on Owner's behalf in the payment ordinary course of base rent or otherwise in material default or business at rates and on terms approved by Owner; and (iie) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionallysecure, as fully as reasonably practicable, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance compliance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions tenants with the approval terms, covenants, and conditions of Administrative Agenttheir leases, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession keep tenants informed of all of its space rules and commenced payment of its full base minimum rentregulations affecting the Property, receive and promptly consider and handle service requests by tenants, and maintain systematic records showing the Administrative Agent has received an estoppel letter action taken with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount request. Manager shall not be returned have the right, nor the obligation to Borrower and shall instead be applied initiate or used by Administrative Agent pursuant to maintain any legal or administrative proceedings on behalf of Owner without the immediately succeeding sentence. Upon the occurrence and during the continuance prior approval of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)Owner.

Leasing. In addition to and not as a limitation on Manager’s duties hereunder: (ai) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and Manager shall use commercially its reasonable efforts (i) to enforce by all available remedies, at obtain the discretion compliance of Borrower, performance by the lessees of the material tenants with regard to their obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice under their leases and reasonably notify Owner of any default noncompliance such that Owner may enforce the same and (ii) to ensure that Owner is in compliance with any leases or other restrictive covenants affecting the payment of base rent or any other material default which occurs Project; (ii) Manager shall receive, consider, evaluate and keep complete records with respect to to, and, except as specifically limited by other provisions of this Agreement, shall as directed by Owner handle, compromise or settle, the complaints of all tenants or users of any of the Major Leases and Significant Leases and services or facilities of the Project; (yiii) use commercially reasonable efforts Manager shall give prompt Notice to give Administrative Agent prompt written notice the Owner of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted defaults by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; tenants under their leases and shall, with the prior approval of Owner (ii) collect rentals more than one (1) month and at Owner’s cost), institute in advance its own name or in the name of the time when it becomes due; Owner, any necessary legal actions or proceedings to collect all charges, rents, and monetary damages from the tenants or other persons in possession or to cancel or terminate any leases or to dispossess the tenants or other persons in possession on grounds of nonpayment of any amount due (iiior on grounds of any other failure to perform) consent to any assignment by any lessee under any office the applicable lease other than in accordance with or otherwise enforce the provisions of the Lease in questionleases; or and (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects without the economic terms prior consent of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date)Owner, the Borrower shall not, without Manager: (1) Requisite Lenders’ prior written consent if shall not waive, excuse, condone, discount, set off, compromise or in any manner release or discharge any tenant (or any guarantor under any guaranty of any lease) from its obligations under its lease (or such Lease is a Major Lease, or guaranty); (2) shall not cancel, terminate or consent to the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) surrender of any Lease lease; (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, 3) shall not be unreasonably withheld and commence any action, suit or proceedings for the collection of rent, for removal or for the dispossession of any tenant or exercise any right of recapture provided further that only the Administrative Agent’s consent shall be needed for Modifications to in any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder)lease; (ii4) waive shall not modify, or in any way alter the provisions of any lease in a manner which would reduce the rent thereunder, shorten the term thereof, impose additional obligations on the landlord thereunder, or reduce the obligations of the Borrower’s rights or remedies, other than such rights which are de minimis in naturetenant thereunder; or (iii5) otherwise shall not relocate any tenant within the Project; (6 ) shall not consent to any material change in modification of the obligationsexpress purposes for which any Tenants premises have been leased; (7) enter into, duties renew or liabilities of a tenantmaterially modify any contract affecting the Project; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, (8) shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement subletting of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit Project, to any assignment of any lease by any Tenant thereunder, or to any assignment or further subletting of any sublease; and (9) shall not take any other action related to the Project except as provided in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).Agreement..

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform will take or cause to be taken all reasonable steps within the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees power of the material obligations Borrower to market and lease the leasable area of the lessees contained Mortgaged Properties in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs accordance with respect to any of the Major Leases sound and Significant Leases customary leasing and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates management practices for similarly situated propertysimilar properties. The Borrower shall notwill not lease all or any portion of the Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at with respect to any Lease which covers less than the highest prevailing rates. Provided no Default exists and is continuing25,000 square feet or provides less than three percent (3%) of the Net Operating Income of the Mortgaged Property, the Borrower may request a disbursement from amend, supplement or otherwise modify, terminate or cancel, or accept the Termination Payment Escrow surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under any such Lease in the ordinary course of business consistent with sound leasing and management practices for payment similar properties. The Borrower shall furnish the Agent with executed copies of tenant improvement costsall Leases hereafter made, tenant improvement allowances and/or leasing commissions with and all Leases now or hereafter entered into will be in form and substance subject to the approval of Administrative the Agent. Upon the Agent's request, such approval not the Borrower shall make a separate and distinct assignment to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms Agent as additional security, of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreementall Leases hereafter made. Notwithstanding the foregoing, following the Agent's approval of the "Leasing Parameters" (as hereinafter defined) for the Mortgaged Property, then the Borrower may, without the prior approval of the Agent and (prior to the initial syndication) Xxxxxxx, enter into any Lease provided no Triggering Event that the Lease covers less than 25,000 square feet or Default exists provides less than three percent (3%) of the Net Operating Income of the Mortgaged Property, is a bona fide arm's length lease entered into in the ordinary course of business with a party unaffiliated with the Borrower, Guarantor or any member of Borrower, falls within the Leasing Parameters and is continuingon the standard lease form (without material modification or addition). In connection with any Lease to be approved by the Agent as provided herein, any Termination Payment that is not applied in accordance with the preceding sentence Borrower shall submit to the Agent for its approval the identity of the tenant and a summary of the major terms of the Lease (which terms shall include without limitation those matters included within the Leasing Parameters) (collectively the "Major Terms"), and Agent's approval shall be returned limited to the approval of the Major Terms, and provided further than any such terms submitted to the Agent for approval shall be deemed approved by the Agent unless the Agent expressly disapproves the same by written notice delivered to the Borrower once all (which shall state the reasons for disapproval) within five (5) business days after the date of the space with respect delivery of such Lease to which the Termination Payment was paid has been re-leased pursuant Agent for approval and all other information reasonably requested by the Agent in order to Lease(s) entered into in accordance with make such determination. Following the terms approval by the Agent of this Agreementthe Major Terms, the Borrower shall be permitted to enter into a lease to such tenant thereunder has taken possession of all of its space which falls within the Major Terms. As used herein, "Leasing Parameters" means leasing parameters for the Mortgaged Property approved by the Agent and commenced payment of its full base (prior to the initial syndication) Xxxxxxx. Leasing Parameters shall include, without limitation, the minimum and maximum term, the minimum rent, tax and operating stops, tenant standard improvements, tenant allowances and other tenant inducements and leasing commissions, and shall be approved by the Administrative Agent has received prior to the commencement of each calendar year during the term of the Notes. The Borrower will require, and each Lease will require, each tenant to enter into a Nondisturbance, Attornment and Subordination Agreement and to provide an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect certificate satisfactory to the construction Agent upon the request of tenant improvementsthe Agent. The Agent shall have the right, and the payment of Borrower hereby authorizes the Agent, to communicate directly with any tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time under a Default shall have occurred and be continuing, such amount shall not be returned Lease to Borrower and shall instead be applied or used by Administrative Agent pursuant verify any information delivered to the immediately succeeding sentence. Upon Agent by the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law Borrower concerning such tenant or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)such tenant's Lease.

Leasing. (a) The Borrower covenants Enter into a new individual Lease or a Lease renewal affecting space (i) consisting of 3,500 square feet in the aggregate or more of the space (measured by square footage in a Property) of any Real Property or (ii) which requires the payment of rent which is less than 95% of the "target effective rental rate" (as defined in the applicable Approved Annual Budget) for rent for such Real Property as set forth in the applicable Approved Annual Budget (a "Material Lease"), or modify or amend the same in any material manner, in each case without the consent of the Lender (which consent shall not be unreasonably withheld, conditioned or delayed); (b) Terminate a Lease for more than 3,500 square feet in the aggregate or more of the space (measured by square footage in a Property) of any Property, without the consent of the Lender (which consent shall not be unreasonably withheld, conditioned or delayed); and (c) Fail to (i) substantially observe and agrees at Borrower’s sole cost and expense to: (a) substantially perform the material obligations of imposed upon the lessor contained in under the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use a Property in a commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessormanner; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) substantially enforce the material terms, covenants and conditions contained in such termination Leases upon the part of the lessee thereunder to be observed or surrender performed in Borrower’s good faith judgment is a commercially reasonablereasonable manner. AdditionallyFor purposes of the foregoing subsections, separate leases with the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination same Tenant or acceptance with Affiliates of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), Tenant shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d)aggregated. Any funds not required to be delivered Notwithstanding anything to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited contrary in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event each Borrower, Platform Affiliate and Property Affiliate shall have the right to terminate or Default exists and is continuing, permit the termination of any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into Lease in accordance with the terms of this Agreement, thereof in the tenant event that a default by the Tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, occurred. Any Lease submitted to Lender for the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to Lender's approval shall be accompanied by a certificate signed by the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time Borrowers containing a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part summary of the funds on deposit in material terms of such Lease (including the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(ceconomic terms and any termination options).

Leasing. (a) The Borrower Grantor covenants and agrees at Borrowerthat it shall not without the prior written approval of Beneficiary in each instance, which approval may be withheld in Beneficiary’s sole cost and expense toabsolute discretion: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remediesenter into, at the discretion of Borrowermodify, performance by the lessees of the material obligations of the lessees contained in the Leasesor amend any new Lease other than a Permitted Lease; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent terminate, cancel, accept a surrender of, or any other material default which occurs with respect to waive any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice including but not limited to, any guaranty, letter of any default in the payment of base rent credit or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessorcredit support thereof); and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to collect rent under any of the Leases; (ii) collect rentals Leases for more than one (1) month in advance of the time when it becomes dueadvance; (iiid) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed Lien (excluding any subordination of trust Grantor's landlord lien rights to any lender providing financing to a tenant, at Grantor's discretion or encumbranceas required under the applicable Lease); (e) discount the rent or other amounts payable under any of the Leases or release any Tenant or any other party liable for the performance of any Tenant's obligations under any of the Leases; (f) consent to any sublease or to the assignment of all or part of any Tenant's interest under the Leases; or (g) in any other manner impair Beneficiary's rights with respect to or interest in the Rents and Profits. Any attempted action entering into, termination, cancellation, surrender, modification, amendment, or subordination of a Lease in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein Grantor shall give immediate written notice to Beneficiary of (i) any material default by any Tenant under any of the contraryLeases; (ii) any notice received by Grantor from any Tenant under any of the Leases claiming any default or breach by Grantor under such Tenant's Lease; and (iii) any other default by Grantor under any of the Leases of which Grantor is aware. Upon Beneficiary's request, Grantor shall furnish to Beneficiary all information which Beneficiary may require regarding Grantor's performance under any or all of the Leases. Beneficiary shall respond to any request for consent under Section 2.20 within ten (10) days of receipt of any such request for consent, which request must be accompanied by all information and documentation that Beneficiary may reasonably require in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated order to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent make its determination with respect to any other Leasesuch request (“Accompanying Information”), including without limitation, to the extent applicable, the following: (i) permit or allow any changea narrative from Grantor detailing the request for consent being sought from Beneficiary, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive a copy of the proposed Lease or amendment, termination, sublease or assignment of the existing Lease, or any letter of intent, proposal or term sheet evidencing any of the Borrower’s rights or remediesforegoing, other than such rights which are de minimis in nature; or and (iii) otherwise consent financial statements, credit checks, background searches and any other due diligence in the possession of Grantor regarding any proposed tenant, guarantor, sublessee or assignee. In the event that Beneficiary shall fail to respond to any material change request for consent under Section 2.20 within such ten (10) day period, Grantor may send a second request, which shall state in capitalized, bold faced 16 point type at the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as top of the execution thereof and that would not have required Requisite Lenders’ first page that: “If Beneficiary fails to approve or Administrative Agent’s consent if disapprove the modified terms had been part of the original lease terms request within ten (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (210) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agentbusiness days, such approval not to be unreasonably withheld or delayed and such approval shall not be required and request shall be deemed to have been given approved”, and if the provision for making Beneficiary shall fail to respond to such payment second request within such ten (and 10) business day period, the terms of such payments) is contained in a Lease which exists on request shall be deemed approved by the date hereof or Beneficiary, provided that the Grantor has been entered into in accordance provided Beneficiary with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)Accompanying Information.

Leasing. (a) The Borrower covenants and agrees at Borrower’s sole cost and expense to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower Seller shall not, without the Administrative AgentBuyer’s prior written consent or as otherwise permitted by (a) enter into any provision new lease for an apartment unit with a first-time tenant unless the lease is on the Seller’s standard form, is for a period of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals no more than one (1) month in advance year and the rent shall be not less than the amount of the time when it becomes due; (iii) consent rent charged to any assignment by any lessee under any office lease other than in accordance with the provisions of most recent tenant for the Lease in questionrespective apartment; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after enter into, and, renew or extend any Lease for an apartment unit with an existing tenant unless the Effective Date)lease is on Seller’s standard form, the Borrower shall not, without is for a period of not more than one (1) Requisite Lenders’ prior written consent if such Lease is a Major Leaseyear and not less than seven (7) months and that the rent for the amended, renewal or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, term shall not be unreasonably withheld and less than the amount of rent noted on the Rent Roll for the respective apartment, provided further that only nothing in the Administrative Agent’s consent foregoing shall be needed for Modifications construed to any Lease that do not affect prohibit Seller from allowing leases to renew on a month to month basis (the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder“Renewal Leases”); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does Renewal Leases at not time constitute more than ten percent (y10%) reduce of the amount (except (I) with respect to any amounts (other than base rent) that are past duenumber of units listed on the Rent Roll, unless Buyer has consented in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable writing to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. exceedance; (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not except by reason of a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent thereunder; or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received grant any concessions to a tenant that are not consistent with those customarily granted by Borrower in consideration Seller during the three (3) month period prior to the termination of any terminationthe Management Agreement (as hereinafter defined). On or prior to the Closing Date, in full Seller shall have performed all work necessary (including, without limitation, supplying operable kitchen appliances, installing new carpeting or in partcleaning existing carpeting, or any reduction in termand repainting) to make all apartment units within the Property that have been vacated for more than five (5) days prior to the Closing Date ready for occupancy by incoming tenants, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow consistent with Seller’s past practices (the “Termination Payment EscrowReady Work”) and shall be disbursed in accordance with this Section 9.3(d). Any funds In the event that all Ready Work has not required to be delivered been completed prior to the Administrative Agent pursuant to Closing Date, Buyer may waive the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all completion of the space with respect Ready Work, proceed to which close the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvementstransaction, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time receive a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part credit on account of the funds on deposit incomplete Ready Work in an amount equal to $750.00, plus the Termination Payment Escrow. For the avoidance cost of doubtreplacement appliances, this Section 9.3(d) is subject to Section 8.13(c)per unit.

Leasing. (a) The Borrower covenants Use its best efforts to lease and agrees keep leased to desirable tenants all space held for lease at Borrower’s sole cost and expense to: (a) perform no less than the material obligations of lessor contained prevailing rental rates for similar properties in the Leases community in which the property is located and use commercially calculated to provide a reasonable efforts return an investment to enforce OWNER, unless otherwise approved in writing by all available remedies, at OWNER. MANAGER shall lease the discretion of Borrower, performance by Premises with each lease identifying the lessees OWNER (or the trade name of the material obligations Premises) as the titleholder of the lessees contained Premises and owner of the lease. No lease shall be for a term of sixty (60) months or longer, including options, if any. In the event that a lease contract contemplated to be entered into by MANAGER in the Leases; (b) (x) give Administrative Agent prompt written notice name of any default OWNER is not within the limitations set forth in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leasesthis sub- paragraph 3A, whether the default such lease contract shall first be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein subject to the contrarywritten approval of OWNER, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Property. (b) With respect to executed Leases (including Leases entered into after the Effective Date), the Borrower shall not, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Lease, or (2) the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, which approval shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent withheld. MANAGER shall advise OWNER personally or by certified mail of any such proposed lease or amendment thereto. If OWNER fails to advise MANAGER within four (4) days after receipt of such notice, it shall be needed for Modifications presumed that OWNER granted OWNER'S written approval thereto and, accordingly, MANAGER shall be authorized to any Lease that do not affect execute such lease contract in the economic or other material terms name of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any OWNER without being in violation of MANAGER'S duties hereunder. All leases of the Borrower’s rights or remediesPremises shall remain the property of OWNER and copies shall be promptly provided to OWNER. MANAGER shall have the right, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s without prior written consent, at OWNER'S expense, to repair, alter, modify and improve (as applicabledistinguished from expand) the existing structures, shall not in connection with any such lease; prior approval, however, of OWNER to be required secured by MANAGER on all such matters involving costs in excess of Twenty Thousand Dollars (1$20,000) for any Modification one item. MANAGER may collect from lessees, security deposits as security for the performance under the leases, the amount of such security deposits to be for such sum as is customary in the locality of said real estate. Failure by MANAGER to obtain any Lease entered into after security deposit shall not constitute any nature of default by MANAGER hereunder. The security deposits, as collected, shall be paid over each month to the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as OWNER following the month of collection by MANAGER. Without the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the specific prior written approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)OWNER, or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) no lease with respect to any amounts (other than base rent) that are past due, the Premises shall provide for rents the determination of which depends in accordance with Borrower’s customary operating procedures whole or in good faith settlement of part on the net income or net profits derived by any claims person from such property and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease tenant shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining to sublease any property wherein the approval determination of Administrative Agent rent depends in whole or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and part on the net effective rent that would be paid income or net profits derived by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of any person from such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrowproperty; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists leases and is continuingsubleases may, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld except as otherwise directed by OWNER or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained as otherwise provided in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession provide for rental payments based upon a fixed percentage or percentages of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied receipts or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c)sales.

Leasing. (a) The Borrowers shall have the right to enter, amend, modify, extend, renew or otherwise supplement into Space Leases with respect to the Borrowing Base Properties so long as (i) no Event of Default shall have occurred and be continuing, (ii) Borrowers shall deliver a copy of executed Space Leases (or modifications, amendments, extensions, renewals or supplements of any Space Leases, as applicable) within ten (10) Business Days after the execution thereof, (iii) the terms of such Space Leases shall be customary with respect to commercial leases in buildings which are of a Comparable Building Standard in the applicable Acceptable Major Metropolitan Market and (iv) such Space Leases shall contain provisions obligating the Tenants thereunder to attorn to Agent or any purchaser therefrom in the event Agent or such purchaser succeeds to the interest of the applicable Borrower covenants and agrees at Borrower’s sole cost and expense to: under such Space Leases; provided, however, no Borrower shall terminate or accept the surrender of any Space Lease covering in excess of the greater of (a) perform ten percent (10%) of the material obligations net rentable square feet of lessor contained the applicable Borrowing Base Property or (b) 45,000 net rentable square feet, without the prior consent of Agent. (b) Borrowers shall deliver to Agent within ten (10) Business Days after receipt thereof, copies of any default notices and notices of lease terminations received from or delivered to Tenants, which (together with their Affiliates) occupy more than 45,000 net rentable square feet in the aggregate or more than ten (10%) of any Borrowing Base Property in the aggregate. (c) Borrowers shall, and shall cause Manager to, observe, perform, and discharge all material obligations, covenants, and warranties provided for under the terms of the Space Leases to be kept, observed and performed by Borrowers. Borrowers shall, and shall cause Manager to use commercially reasonable efforts to diligently enforce or secure the performance of each and every material obligation, term, covenant, condition, and agreement to be performed by all available remediesany Space Lessee under the terms of the applicable Space Lease; provided, however, that, no Borrower shall be required to commence any litigation against a Tenant to enforce such obligations under its Space Lease if such Borrower reasonably believes such commencement would not be appropriate under the circumstances. Borrowers shall, and shall cause Manager to, appear in and defend any action or proceeding arising under, occurring out of, or in any manner connected with, the Space Leases or the obligations, duties, or liabilities of Borrowers or any Tenant thereunder, and, if an Event of Default shall have occurred and be continuing, Agent shall have the right, but not the obligation, to appear in and defend in the name and on behalf of Agent, but at the discretion expense of BorrowerBorrowers, performance by the lessees and Borrowers shall pay upon written demand all reasonable costs and expenses of the material obligations of the lessees contained Agent, including reasonable attorneys’ fees and disbursements, in the Leases; any action or proceeding in which Agent may appear. (bd) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower Borrowers shall not, without and shall not permit Manager to, receive or collect any Space Lease Rents (other than security deposits, and Lease Termination Payments held and applied in accordance herewith, the Administrative Agent’s prior written consent or as otherwise permitted by any provision applicable Space Lease and Legal Requirements) for a period of this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Propertyadvance. (be) With respect to executed Leases (including Leases entered into after the Effective Date)Borrowers shall not pledge, the Borrower shall nottransfer, without (1) Requisite Lenders’ prior written consent if such Lease is a Major Leaseassign, mortgage, encumber, or (2) allow to be encumbered any Space Leases or Space Lease Rents except to Agent and the Administrative Agent’s prior written consent with respect to any other Lease: (i) permit Lenders as provided herein or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consent, as applicable, shall not be unreasonably withheld and provided further that only the Administrative Agent’s consent shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rentFinancing Documents. (c) Administrative Agent’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered to the Administrative Agent pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).

Leasing. (a) The Borrower covenants This Agreement shall be effective from and agrees at Borrower’s sole cost after the date of execution hereof. Subject to the terms and expense to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remediesconditions set forth below, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Administrative Agent prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of this Loan Agreement: Lessor will (i) execute any other assignment relating acquire and/or construct and lease to any of Lessee certain leasehold improvements (collectively, the Leases; "LEASEHOLD IMPROVEMENTS") located on real property owned by Lessee or one or more wholly-owned subsidiary (each a "Subsidiary") or leased by the Lessee or a Subsidiary pursuant to ground leases (collectively, the "GROUND LEASES") and (ii) collect rentals more than one acquire and lease to the Lessee certain items of equipment (the "EQUIPMENT") pursuant to schedules (each a "SCHEDULE") incorporating the terms of this Agreement, in substantially the form attached hereto as Exhibit 1) month . The Leasehold Improvements shall be constructed only at those locations at which the Equipment will be installed and operated by Lessee or its Subsidiary as a "General Cinema Theater". The Equipment and the Leasehold Improvements are sometimes hereinafter called collectively the "Lease Assets." The Lessor shall acquire and lease to the Lessee only such Lease Assets as are, or shall from time to time be, described in advance of the time when it becomes due; (iii) consent Annex A to any assignment by any lessee under any office lease other than Schedule hereto. Terms defined in accordance with a Schedule and not otherwise defined herein shall have the provisions of the Lease meanings ascribed to them in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. Notwithstanding anything contained herein to the contrary, in no event shall Borrower enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Propertysuch Schedule. (b) With respect to executed Leases (including Leases Lessor and Lessee have previously entered into after that certain Agency Agreement dated as of November 15, 1996 (the Effective "AGENCY AGREEMENT") pursuant to which Lessor appointed Lessee as its agent to acquire and pay for on behalf of Lessor, Lease Assets in accordance with the terms and conditions of the Agency Agreement. (c) The obligation of Lessor to lease Leasehold Improvements and Equipment to Lessee under any Schedule shall be subject to receipt by Lessor, prior to the Lease Commencement Date), of each of the Borrower shall not, without following documents in form and substance satisfactory to Lessor: (1i) Requisite Lenders’ prior written consent if such a Schedule relating to the Lease is Assets then to be leased thereunder, (ii) evidence of insurance which complies with the requirements of Section IX, (iii) a Major Lease, Bill xx Sale executed by Lessee or (2) the Administrative Agent’s prior written consent other vendor with respect to any other Lease: (i) permit the Equipment, in favor of Lessor, in the form of Annex B-1 or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Requisite Lenders’ or Administrative Agent’s consentB-2, as applicable, shall to the applicable Schedule, (iv) an Estoppel/Waiver Agreement (each an "ESTOPPEL/WAIVER AGREEMENT") in substantially the 1 5 GC COMPANIES, INC. EXHIBIT 10.14 form of Exhibit 2 attached hereto from the landlord and/or mortgagee (if any) with respect to those locations at which Lease Assets are located which are not be unreasonably withheld subject to Ground Leases, or an opinion of counsel (satisfactory to Lessor), (v) a certificate of an authorized officer of Lessee stating that such officer has reviewed the activities of Lessee and provided further that only that, to the Administrative Agent’s consent best of such officer's knowledge and without personal liability, Lessee is not in default under this Agreement, and there exists no Default (as hereinafter defined) or event which, with the giving of notice or the lapse of time (or both), would become such a Default, (vi) such Uniform Commercial Code Financing Statements, or Statements of Termination, Release or Partial Release with respect to the Equipment as Lessor reasonably may require, (vii) evidence of Lessee's title or leasehold interest in any real estate ("Real Estate") upon which Leasehold Improvements have been constructed, which shall be needed for Modifications to any Lease that do not affect the economic or other material terms of such Lease, increase the landlord’s obligations thereunder or decrease the tenant’s obligations thereunder); (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Requisite Lenders’ or Administrative Agent’s prior written consent, as applicable, shall not be required (1) for any Modification owned land, a copy of any Lease entered into after an owner's title insurance policy, (together with, if required by Lessor, a mortgagee's policy covering the date hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of Lessor's interest in such land, which policy shall be in form and substance satisfactory to the execution thereof and that would not have required Requisite Lenders’ or Administrative Agent’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new LeaseLessor in all respects), or (2) any Modification for leased land, a copy of any Existing the applicable Ground Lease, so long as such modification does not which Ground Lease shall expressly (ya) reduce permit a collateral assignment to, and re-assignment by, the amount Lessor, (except (Ib) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing provide for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the an initial lease term of such Existing Leasenot less than 20 years, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Administrative Agent or the Requisite Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Administrative Agent’s consent otherwise be in form and content satisfactory to the Lessor in all material respects, (viii) a title insurance policy (which shall not be required for Borrower an ALTA policy in all states in which such policies are available) issued by a title insurance company acceptable to terminate the Lessor, which policy shall (a) insure that the Lessee has an ownership or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder leasehold interest in the payment Real Estate free and clear of base rent or otherwise in material default or all liens and encumbrances, (iib) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionallybe accompanied by copies of all documents relating to any proposed exceptions, the Requisite Lenders and Administrative Agent, as applicable, shall not unreasonably withhold their consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the remaining years of such Lease. (d) Any sums received by Borrower in consideration of any termination, in full or in part, or any reduction in term, or the release or discharge of any lessee of any Lease, but only if a Default exists or such funds exceed $500,000 from any such termination (hereafter, a “Termination Payment”), shall be promptly delivered to Administrative Agent to hold in escrow (the “Termination Payment Escrow”) and shall be disbursed in accordance with this Section 9.3(d). Any funds not required to be delivered contain no exceptions objectionable to the Administrative Agent pursuant Lessor, (e) if required by Lessor, insure the Lessor's lien upon Lessee's fee or leasehold estate, and (f) otherwise be in form and substance satisfactory to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited Lessor in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Escrow. The Termination Payments will be held in a separate interest bearing account, which account shall provide for interest at then prevailing market rates and all interest thereon shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Escrow; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Borrower may request a disbursement from the Termination Payment Escrow for payment of tenant improvement costs, tenant improvement allowances and/or leasing commissions with the approval of Administrative Agent, such approval not to be unreasonably withheld or delayed and such approval shall not be required and shall be deemed to have been given if the provision for making such payment (and the terms of such payments) is contained in a Lease which exists on the date hereof or that has been entered into in accordance with the provisions of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of tenant improvements, and the payment of tenant improvement allowances and leasing commissions have been fully performed, provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Escrow. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(c).discretion,