Common use of Leasing Clause in Contracts

Leasing. (a) Lessor shall notify Lessee of the 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 Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, and (ii) the 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) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.

Leasing. (a) Lessor Borrower shall notify Lessee not enter into any Lease for any portion of the Scheduled Delivery Week Property or any portion thereof except self-storage tenants, and Leases relating to outdoor parking spaces, in Borrower’s ordinary course of business and pursuant to Borrower’s standard lease form heretofore provided by Borrower to, and approved by, Administrative Agent (the “Standard Lease Form”); (b) Borrower shall observe and perform all of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the lessor thereunder, and Borrower shall not do or suffer to be done anything to impair the security thereof. Borrower shall not (A) release the liability of any tenant under any Lease, (B) consent to any tenant’s withholding of Rents or making monetary advances and off-setting the same against future rentals, (C) consent to any tenant’s claim of a total or partial eviction, (D) consent to a tenant termination or cancellation of any Lease, except as soon as possiblespecifically provided therein, but no later 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 Rents assigned hereunder more than at least thirty (30) days prior to the Scheduled Delivery Month, and Lessor shall notify Lessee in advance of the Scheduled Delivery Date as soon as possibletime when the same shall become due and payable, but no later than at least one except for (1A) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 first month’s Rent due and 4.4, Lessor will lease payable under the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement Nothe applicable Lease; (B) 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;. (bd) If 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 of, or subletting under, any Lease, except as expressly permitted thereby) or approval, required or permitted by such terms and provisions or cancel or terminate any Lease, without Administrative Agent’s prior written consent, other than in the ordinary course of business; (f) Borrower shall not accept a 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; (g) Borrower shall not waive or excuse the obligation to pay Rents under any Lease; (h) Borrower shall, at its sole cost and expense, appear in and defend any and all actions and proceedings arising under, relating to or in any manner connected with any Lease or the obligations, duties or liabilities of the lessor or any tenant or guarantor thereunder, and shall pay all reasonable costs and expenses of Administrative Agent, including court costs and reasonable attorneys’ fees, in any such action or proceeding in which Administrative Agent may appear; (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and as may be done in accordance with Section 4.3(a)Borrower’s 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 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 proceeding under the Federal Bankruptcy Code, as amended from time to time, or Lessee fails to fulfil any Lessor Condition Precedent on other federal, state or before local statute which provides for the possible termination or rejection of the Leases assigned hereby, Borrower covenants and agrees that if any such dateLease is so terminated or rejected, and no settlement for damages shall be made without the prior written consent of Administrative Agent (ii) the Lessee Conditions Precedent are met (or could reasonably be expected not 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(bunreasonably withheld), and Lessee any check in payment of damages for termination or rejection of any such Lease will be made payable both to Borrower and Administrative Agent, and provided there then exists no Event of Default, shall be obligated endorsed or otherwise transferred by Administrative Agent 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 continuingBorrower. (c) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.

Leasing. (a) Lessor Mortgagor shall notify Lessee not, without Mortgagee’s prior approval in each instance, which approval shall not be unreasonably withheld or delayed: (i) enter into or change, amend or modify, in any manner whatsoever, any Lease, License or other agreement for the rental or occupancy of all or any portion of the Scheduled Delivery Week as soon as possibleProperty (each a “Lease”); (ii) terminate or cancel, but no later 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 or accept, or permit the receipt, collection or acceptance of, any prepayment of rent or other charges under any Lease for more than one month, except that Mortgagor may, at least thirty (30) days prior to the Scheduled Delivery Month, and Lessor shall notify Lessee time of the Scheduled Delivery Date as soon as possibleexecution of any Lease, but no later than at least one (1) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Termaccept rent security deposits, which shall commence on the Delivery Date, and which shall be evidenced held by Lessee's execution of Lease Supplement NoMortgagor in accordance with Subsection 2.12(b) hereof. (b) If 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) Lessee is unwilling any notice received by Mortgagor of any default by the landlord or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, and Lease; (ii) the Lessee Conditions Precedent are met 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) the interposition by any tenant of any defense or could reasonably be expected 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 such action, defense or claim to be met if Delivery had occurred)promptly delivered to Mortgagee. Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, then the Rent Commencement Date for the Aircraft and deposit such security in a bank or trust company and shall be deemed to have occurred on the date on which it is tendered by Lessor for Delivery not mingle such funds with other funds. Mortgagor shall repay or apply such funds only 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 provisions 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 continuingapplicable Leases. (c) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.

Leasing. (a) Lessor shall notify Lessee 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 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 material obligations of the Scheduled Delivery Date 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 soon as possible, but no later 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 at least one (1) week prior 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 Scheduled Delivery Week. Subject 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 Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement NoProperty. (b) If 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) Lessee is unwilling permit or unable 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 accept delivery 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 Aircraft on 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 on which Lessor tenders hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the Aircraft for Delivery 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 Lessee under and 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 Section 4.3(aBorrower’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 Lessee fails (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to fulfil any Lessor Condition Precedent on or before the execution of such date, 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 Lessee Conditions Precedent are met tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or could reasonably 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 expected 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 met if Delivery had occurred)delivered to the Administrative Agent pursuant to the preceding sentence shall, then except during the Rent Commencement Date 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 Aircraft 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 occurred 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 on which it is tendered by Lessor for Delivery hereof or that has been entered into in accordance with subclause (ii) the provisions of this Section 4.1(b)Agreement. Notwithstanding the foregoing, and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs provided no Triggering Event 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 exists and is continuing. (c) Lessee will , any Termination Payment that is not applied in accordance with the preceding sentence shall be responsible for all risks associated with any loss of or damage returned to the Aircraft from Borrower once all of the Rent Commencement Date until 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 Aircraft 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 returned -3- subject to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.48.13(c).

Leasing. The Servicer (aand all other parties whose approval is required) Lessor must approve the Borrower’s standard form of residential lease or rental agreement prior to its use by the Borrower. The Borrower may not materially modify the approved standard form of residential lease without the Servicer’s prior written consent in each instance (which consent shall notify Lessee 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 Scheduled Delivery Week Project is subject to the Servicer’s written approval as soon as possibleto form and substance prior to execution and delivery. Despite the foregoing, but no later than at least thirty the Borrower may enter into residential leases (30and amendments) in the ordinary course of 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) Within fifteen (15) days prior after the Servicer’s written request therefor, the Servicer receives a copy of the executed lease (accompanied by all financial information and certificates obtained by the Borrower pertaining to the Scheduled Delivery Monthtenant); (ii) 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 Lessor shall notify Lessee 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 Scheduled Delivery Date as soon as possible, but no later Pro Forma Schedule attached thereto; (vi) The lease does not affect more than at least one (1) week prior to residential unit within the Scheduled Delivery Week. Subject to Sections 3.1 Improvements and 4.4is for a minimum term of six (6) months and a maximum term of twelve (12) months, Lessor will lease unless otherwise agreed in writing by the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No.Servicer; and (bvii) If (iSo 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) Lessee is unwilling or unable to accept delivery of the Aircraft on Construction Disbursement Agreement The Borrower acknowledges that the date on which Lessor tenders Loan may become “out of balance” if the Aircraft for Delivery to Lessee landlord’s aggregate economic obligations under and in accordance with Section 4.3(a)the leases exceed, or Lessee the Net Operating Income from the Project fails to fulfil any Lessor Condition Precedent on meet, the Borrower’s projections for such obligations, thereby increasing the cost or before such date, and (ii) decreasing the 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 value 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 continuingProject. (c) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.

Leasing. (a) Lessor shall notify Lessee 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 Scheduled Delivery Week as soon as possiblematerial obligations of the lessees contained in the Leases; (b) (x) give 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 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, but no later than whether the default be that of the lessee or of the lessor; and (c) exercise diligent efforts to keep all portions of the Property that are capable of being leased, leased at least thirty (30) days prior to the Scheduled Delivery Monthall times at rentals commensurate with current market rates for similarly situated property. Borrower shall not, and Lessor shall notify Lessee not allow Mortgage Borrower, without Lender’s prior written consent or as otherwise permitted by any provision of this Agreement: (i) execute any other assignment relating to any of the Scheduled Delivery Date as soon as possible, but no later Leases; (ii) collect rentals more than at least one (1) week prior 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 Scheduled Delivery Week. Subject contrary, in no event shall Borrower allow Mortgage Borrower to Sections 3.1 and 4.4, Lessor will lease enter into any Modification that adversely affects the Aircraft 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 Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement NoProperty. (b) If With respect to executed Leases (including Leases entered into after the Effective Date), Borrower shall not, without Lender’s prior written consent: (i) Lessee is unwilling permit or unable 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 accept delivery Modifications that are not terminations or surrenders of a Lease, Lender’s consent shall not be unreasonably withheld; (ii) waive any of the Aircraft on 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 Lender’s prior written consent shall not be required (1) for any Modification of any Lease entered into after the date on which Lessor tenders hereof that did not require Lender’s consent as of the Aircraft for Delivery execution thereof and that would not have required Lender’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 Lender that would be applicable to Lessee under and 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 Section 4.3(aBorrower’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 Lender that would be applicable to such new Lease)), or Lessee fails (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to fulfil any Lessor Condition Precedent on or before the execution of such date, option and (ii) the 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 continuingfair market rent. (c) Lessee will Lender’s consent shall not be responsible required for all risks associated 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, Lender shall not unreasonably withhold 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) Unless formally waived in writing by Agent under the Mortgage Loan Agreement, Borrower shall cause Mortgage Borrower to comply with any loss Section 9.3(d) of the Mortgage Loan Agreement. If Agent is not requiring Mortgage Borrower to comply with Section 9.3(d) of the Mortgage Loan Agreement due to a formal written waiver in writing or damage amendment to the Aircraft from Mortgage Loan Documents, Lender may require compliance with said Section 9.3(d) by deposit of any Termination Payments an escrow account established by Lender for such purpose and to be disbursed on the Rent Commencement Date until possession same terms as set forth in Section 9.3(d) of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4Mortgage Loan Agreement.

Leasing. (a) Lessor shall notify Lessee The Borrower will take or cause to be taken all reasonable steps within the power of the Scheduled Delivery Week Borrower to market and lease the leasable area of the Mortgaged Properties. The Borrower will 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 prior written consent of the Agent; provided, however, with respect to any Lease which covers less than 25,000 square feet or provides less than three percent (3%) of the Operating Cash Flow of the Mortgaged Properties, whichever is less, the Borrower may 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 the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower shall furnish the Agent with executed copies of all Leases hereafter made, and all Leases now or hereafter entered into will be in form and substance subject to the approval of the Agent. Upon the Agent's request, the Borrower shall make a separate and distinct assignment to the Agent as soon additional security, of all Leases hereafter made. Notwithstanding the foregoing, following the Agent's approval of the "Leasing Parameters" (as possiblehereinafter defined) for the Mortgaged Property, but no later than at least thirty then the Borrower may, without the prior approval of the Agent and (30) days prior to the Scheduled Delivery Monthinitial syndication) Goldman, enter into any Lease provided that the Lease covers less than 25,000 square feet or provides less than three percent (3%) of the Operating Cash Flow of the Mortgaged Properties, 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, falls within the Leasing Parameters and is on the standard lease form (without material modification or addition). In connection with any Lease to be approved by the Agent as provided herein, the 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 Lessor Agent's approval shall notify Lessee be limited to the approval of the Scheduled Delivery Date as soon as possibleMajor Terms, but no later than at least one and provided further that 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 (1which shall state the reasons for disapproval) week within five (5) business days after the date of the delivery of such Lease to the Agent for approval and all other information reasonably requested by the Agent in order to make such determination. Following the approval by the Agent of the Major Terms, the Borrower shall be permitted to enter into a lease to such tenant which falls within the Major Terms. As used herein, "Leasing Parameters" means leasing parameters for the Mortgaged Property approved by the Agent and (prior to the Scheduled Delivery Weekinitial syndication) Goldman. Subject to Sections 3.1 Leasing Parameters shall include, without limitation, the minimum and 4.4maximum term, Lessor will lease the Aircraft to Lessee minimum rent, tax and Lessee will take the Aircraft on lease for the Termoperating stops, which shall commence on the Delivery Datetenant standard improvements, tenant allowances and other tenant inducements and leasing commissions, and which shall be evidenced approved by Lessee's execution the Agent prior to the commencement of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery each calendar year during the term of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such dateNotes. The Borrower will require, and (ii) each Lease will require, each tenant to enter into a Nondisturbance, Attornment and Subordination Agreement and to provide an estoppel certificate satisfactory to the Lessee Conditions Precedent are met (or could reasonably be expected to be met if Delivery had occurred), then Agent upon the Rent Commencement Date for request of the Aircraft Agent. The Agent 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)right, and Lessee shall be obligated the Borrower hereby authorizes the Agent, 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) Lessee will be responsible for all risks associated communicate directly with any loss of or damage tenant under a Lease to verify any information delivered to the Aircraft from Agent by the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4Borrower concerning such tenant or such tenant's Lease.

Leasing. Grantor covenants and agrees that it shall not without the prior written approval of Beneficiary in each instance, which approval may be withheld in Beneficiary’s sole and absolute discretion: (a) Lessor shall notify Lessee enter into, modify, or amend any new Lease other than a Permitted Lease; (b) terminate, cancel, accept a surrender of, or waive any of the Scheduled Delivery Week as soon as possibleLeases (including but not limited to, but no later than at least thirty any guaranty, letter of credit or other credit support thereof); (30c) days prior to the Scheduled Delivery Month, and Lessor shall notify Lessee collect rent under any of the Scheduled Delivery Date as soon as possible, but no later Leases for more than at least one (1) week prior month in advance; (d) agree to subordinate any of the Leases to any other Lien (excluding any subordination of Grantor's landlord lien rights to any lender providing financing to a tenant, at Grantor's discretion or as 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 Scheduled Delivery Weekassignment 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. Subject Any attempted entering into, termination, cancellation, surrender, modification, amendment, or subordination of a Lease in violation of this Section shall be void. Grantor shall give immediate written notice to Sections 3.1 Beneficiary of (i) any material default by any Tenant under any of the Leases; (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 4.4(iii) any other default by Grantor under any of the Leases of which Grantor is aware. Upon Beneficiary's request, Lessor will lease Grantor shall furnish to Beneficiary all information which Beneficiary may require regarding Grantor's performance under any or all of the Aircraft Leases. Beneficiary shall respond to Lessee 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 Lessee will take documentation that Beneficiary may reasonably require in order to make its determination with respect to such request (“Accompanying Information”), including without limitation, to the Aircraft on lease extent applicable, the following: (i) a narrative from Grantor detailing the request for consent being sought from Beneficiary, (ii) a copy of the Termproposed Lease or amendment, termination, sublease or assignment of the existing Lease, or any letter of intent, proposal or term sheet evidencing any of the foregoing, and (iii) 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 request for consent under Section 2.20 within such ten (10) day period, Grantor may send a second request, which shall commence on state in capitalized, bold faced 16 point type at the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery top of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee first page that: “If Beneficiary fails to fulfil any Lessor Condition Precedent on approve or before disapprove the request within ten (10) business days, such date, and (ii) the 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 request 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)approved”, and Lessee if the Beneficiary shall fail to respond to such second request within such ten (10) business day period, the request shall be obligated to pay Rent for deemed approved by the Aircraft on and from such date regardless of whether Beneficiary, provided that 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 Grantor has provided Beneficiary with 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 continuingAccompanying Information. (c) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.

Leasing. (a) Lessor Borrowers shall notify Lessee 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 Scheduled Delivery Week as soon as possibleapplicable Borrower under such Space Leases; provided, but however, no later than at least thirty (30) days prior to Borrower shall terminate or accept the Scheduled Delivery Month, and Lessor shall notify Lessee surrender of any Space Lease covering in excess of the Scheduled Delivery Date as soon as possiblegreater of (a) ten percent (10%) of the net rentable square feet of the applicable Borrowing Base Property or (b) 45,000 net rentable square feet, but no later than at least one (1) week without the prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution consent of Lease Supplement NoAgent. (b) If Borrowers shall deliver to Agent within ten (i10) Lessee is unwilling Business Days after receipt thereof, copies of any default notices and notices of lease terminations received from or unable delivered to accept delivery of Tenants, which (together with their Affiliates) occupy more than 45,000 net rentable square feet in the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), aggregate or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, and more than ten (ii) the 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 (ii10%) 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 any Borrowing Base Property 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 continuingaggregate. (c) Lessee will be responsible Borrowers shall, and shall cause Manager to, observe, perform, and discharge all material obligations, covenants, and warranties provided for all risks associated with any loss of or damage to under the Aircraft from the Rent Commencement Date until possession terms of the Aircraft is returned -3- Space Leases to Lessor 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 any 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 Return Occasion expense of Borrowers, and Lessor executes Borrowers shall pay upon written demand all reasonable costs and delivers expenses of Agent, including reasonable attorneys’ fees and disbursements, in any action or proceeding in which Agent may appear. (d) Borrowers shall not, 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 applicable Space Lease and Legal Requirements) for a period of more than one (1) month in advance. (e) Borrowers shall not pledge, transfer, assign, mortgage, encumber, or allow to Lessee be encumbered any Space Leases or Space Lease Rents except to Agent and the acknowledgement contemplated by Section 12.4Lenders as provided herein or in the other Financing Documents.

Leasing. (a) Lessor shall notify Lessee of the Scheduled Delivery Week as soon as possible, but no later than at least thirty (30) days prior With respect to the Scheduled Delivery Month, and Lessor shall notify Lessee of the Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, and (ii) the 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. 1Airframe or Engine, and 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: (ci) The Borrower shall provide written notice to the Security Trustee of the Borrower's intent to enter into a Permitted Lease 20 days in advance of entering into such lease, such notice to be accompanied by the proposed lease documents; (ii) At the time that the Borrower enters into such Permitted Lease, such Permitted Lessee will shall not be responsible 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) Any such Permitted Lease: (i) shall include provisions for the maintenance, operation, possession, inspection and insurance of, and removal of Liens on, such Aircraft, Airframe or Engine that are the same in all material respects as the applicable provisions of this Security Agreement, (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)), inclusive, in such Aircraft, Airframe or Engine, (iii) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of the Security Trustee hereunder and (iv) the Borrower shall collaterally assign such Permitted Lease to the Security Trustee for the Secured Obligations pursuant to a 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 counsel (reasonably satisfactory to the Lender and the Security Trustee), in the country of domicile of such Permitted Lessee, that (i) the 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 hull insurance under Section 3.3(k) covering the requisition of title to such Aircraft, Airframe or Engine by the government of such jurisdiction so long as such Aircraft, Airframe or Engine is subject to such 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 respect of, such Aircraft, Airframe or Engine and to the registry of such Aircraft, Airframe or Engine in the 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 the terms of this Agreement is enforceable against such Permitted Lessee under applicable Law, and (vi) there exist no possessory rights in favor of the Permitted Lessee under such lease under the Laws of 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 remedies under Section 5; (v) The Borrower shall furnish to the Security Trustee a certificate of its regularly 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 United States and in such country and all necessary registrations with the International Registry shall have been duly made, in each case, as may be required fully to preserve the title of the Borrower, and the first priority perfected security interest (subject to Permitted Liens) of the Security Trustee, in such Aircraft, Airframe or Engine and 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 risks associated 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 loss of or damage such lease; and (viii) The Borrower shall have furnished to the Aircraft from Security Trustee an Officer's Certificate to the Rent Commencement Date until possession of the Aircraft is returned -3- effect that all conditions precedent provided for herein relating to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4entry into such lease have been complied with.

Leasing. (a) Lessor From and after the Effective Date, Seller shall notify Lessee of not enter into any new Lease Transaction without Purchaser’s prior written consent, which may be granted or withheld in Purchaser’s sole and absolute discretion except as otherwise provided in this Section 9.2(a). Notwithstanding the Scheduled Delivery Week as soon as possibleforegoing, but no later than at least thirty (30) days prior Seller shall not be required to the Scheduled Delivery Month, and Lessor shall notify Lessee of the Scheduled Delivery Date as soon as possible, but no later than at least one obtain Purchaser’s consent (1) week prior to (i) enter into any modification, renewal or extension of any of the Leases, or (ii) grant any consent or approval under any of the Leases (including, without limitation, any consents or approvals requested by Vertex under Schedule 10.01 of the applicable Vertex Lease), in each case to the Scheduled Delivery Weekextent that (A) such consents or approvals are approvals of plans or specifications with respect to the buildout of the applicable leased premises, (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 or all of the Boat Building Lease, the Cafeteria Lease or the Starbucks Lease. Subject Notwithstanding the foregoing, in connection with any matter with respect to Sections 3.1 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 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on approval process for any proposed new lease for space in the TermImprovements other than the Boat Building Lease, which shall commence on the Delivery Date, and which Cafeteria Lease or the Starbucks Lease shall be evidenced by Lessee's execution as set forth in the applicable form of 11 Fan Pier Master Lease Supplement Noor 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 (as such term is defined in the applicable form of Master Lease) under the applicable form of Master Lease. (b) If From and after the Effective Date, Seller shall not enter into any (i) Lessee is unwilling new service, management, leasing brokerage or unable to accept delivery of any other contracts for the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), Property or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, and (ii) modifications, renewals or terminations of any contracts, in either case that would be binding on Purchaser after Closing, without the Lessee Conditions Precedent are met written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion. If Purchaser does not notify Seller in writing of its consent or disapproval within three (or could reasonably be expected to be met if Delivery had occurred)3) Business Days after notice thereof from Seller, then the Rent Commencement Date for the Aircraft Purchaser shall be deemed to have occurred on consented to such requested action. If Purchaser disapproves any such request, then Purchaser’s written notice shall specify the date on which it is tendered by Lessor reasons 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 continuingdisapproval. (c) Lessee will be responsible At Closing, (i) Purchaser, as landlord, shall enter into a master lease substantially in the form attached hereto as Schedule 9.2(c)-1 with 11 Fan Pier Master Tenant, as tenant, for all risks associated the 11 Fan Pier Master Leased Premises (the “11 Fan Pier Master Lease”) and (ii) Purchaser, as landlord, shall enter into a master lease substantially in the form attached hereto as Schedule 9.2(c)-2 with any loss of or damage to 50 Northern Master Tenant, as tenant, for the Aircraft from 50 Northern Master Leased Premises (the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4“50 Northern Master Lease”).

Leasing. (a) Lessor shall notify Lessee of the Scheduled Delivery Week as soon as possible, but no later than at least thirty (30) days prior With respect to the Scheduled Delivery Month, and Lessor shall notify Lessee of the Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, and (ii) the 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. 1Airframe or any Engine, and so long as no Payment Default, Bankruptcy Default or Event of Default has occurred and is continuing., enter into a lease with any Permitted Air Carrier, but only if: (ci) the Borrower shall provide written notice to Security Trustee of the 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) At the time that the Borrower enters into such Permitted Lease, such Permitted Lessee will shall not be responsible 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) Any such Permitted Lease: (i) shall include provisions for the maintenance, operation, possession, inspection and insurance of, and removal of Liens on, the Aircraft that are the same in all risks associated material respects as the applicable provisions of this Security Agreement, (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)), inclusive, in the Aircraft, Airframe or Engines, and (iii) shall be expressly subject and subordinate to all the terms of this Agreement and to the rights, powers and remedies of Security Trustee hereunder; (iv) In connection with any a lease to a Permitted Foreign Air Carrier, the Borrower shall have furnished Security Trustee and Lender an opinion (reasonably satisfactory to Lender and Security Trustee) of counsel (reasonably satisfactory to Lender and Security Trustee), in the country of domicile of such Permitted Foreign Air Carrier, that (i) the 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 Lender or 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 or damage title to the Aircraft from Aircraft, Airframe or Engines in the Rent Commencement Date until possession event of the requisition by such government of such title (unless the Borrower shall provide insurance in the amounts required with respect to hull insurance under Section 3.3(k) covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such lease), (iv) the laws of such lessee's country of domicile would give recognition to the Borrower's title to, and Security Trustee's Lien in 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 Agreement and is enforceable against such Permitted Foreign Air Carrier under applicable Law, and (vi) there exist no possessory rights in favor of the Permitted Foreign Air Carrier under such lease under the Laws of 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 is returned -3- in accordance with and when permitted by the terms of Section 5 upon the exercise by Security Trustee of its remedies under Section 5; (v) The Borrower shall furnish to Lessor on Security Trustee a certificate of its regularly retained independent insurance broker to the Return Occasion and Lessor executes and delivers to Lessee effect that the acknowledgement contemplated insurance required by Section 12.43.3(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 the Borrower, and the first priority perfected security interest (subject to Permitted Liens) of Security Trustee, in the Aircraft, Airframe and 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 complied with.

Leasing. Use its best efforts to lease and keep leased to desirable tenants all space held for lease at no less than the prevailing rental rates for similar properties in the community in which the property is located and calculated to provide a reasonable return an investment to OWNER, unless otherwise approved in writing by OWNER. MANAGER shall lease the Premises with each lease identifying the OWNER (a) Lessor shall notify Lessee or the trade name of the Scheduled Delivery Week Premises) as soon as possiblethe titleholder of the Premises and owner of the lease. No lease shall be for a term of sixty (60) months or longer, but no later than at least thirty including options, if any. In the event that a lease contract contemplated to be entered into by MANAGER in the name of OWNER is not within the limitations set forth in this sub- paragraph 3A, such lease contract shall first be subject to the written approval of OWNER, which approval shall not be unreasonably 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 (304) days after receipt of such notice, it shall be presumed that OWNER granted OWNER'S written approval thereto and, accordingly, MANAGER shall be authorized to execute such lease contract in the name of OWNER without being in violation of MANAGER'S duties hereunder. All leases of the Premises shall remain the property of OWNER and copies shall be promptly provided to OWNER. MANAGER shall have the right, without prior consent, at OWNER'S expense, to repair, alter, modify and improve (as distinguished from expand) the existing structures, in connection with any such lease; prior approval, however, of OWNER to be secured by MANAGER on all such matters involving costs in excess of Twenty Thousand Dollars ($20,000) for any 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 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 Scheduled Delivery MonthOWNER following the month of collection by MANAGER. Without the specific prior written approval of OWNER, and Lessor shall notify Lessee of the Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior lease with respect to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease Premises shall provide for rents the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, determination of which shall commence depends in whole or in part on the Delivery Date, net income or net profits derived by any person from such property and which no tenant shall be evidenced by Lessee's execution permitted to sublease any property wherein the determination of Lease Supplement No. (b) If (i) Lessee is unwilling rent depends in whole or unable to accept delivery of the Aircraft in part on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), net income or Lessee fails to fulfil net profits derived by any Lessor Condition Precedent on or before such date, and (ii) the 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 person from such date regardless of whether the Delivery Date occurs property; provided, however, leases and subleases may, except as otherwise directed by OWNER 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 otherwise provided in the Lease and Lessee accepts delivery this Agreement, provide for rental payments based upon a fixed percentage or percentages of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuingreceipts or sales. (c) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.

Leasing. Seller shall not, without Purchaser's prior written consent (a) Lessor enter into any 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 no more than one (1) year and the rent shall notify Lessee be not less than the amount of rent for the Scheduled Delivery Week applicable type of unit shown on Exhibit C attached hereto; or (b) enter into, and, renew or extend any Lease for an apartment unit with an existing tenant unless the lease is on Seller's standard form, is for a period of not more than one (1) year and not less than seven (7) months and that the rent for the amended, renewal or extension term shall not be less than the amount of rent noted of rent for the applicable type of unit shown on Exhibit C attached hereto; (c) terminate any Lease except by reason of a default by the tenant thereunder; or (d) grant any concessions to a tenant. On or prior to the Closing, as soon as possiblea condition to the Closing for the benefit of Purchaser, but no later 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 at least thirty five (305) days prior to the Scheduled Delivery MonthClosing ready for occupancy by incoming tenants, and Lessor shall notify Lessee of consistent with Seller's past practices (the Scheduled Delivery Date as soon as possible, but no later than at least one (1) week "Ready Work"). In the event that all Ready Work has not been completed prior to the Scheduled Delivery Week. Subject Closing, Purchaser may elect to Sections 3.1 either (a) terminate this Agreement and 4.4, Lessor will lease the Aircraft Deposit shall be returned to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery DatePurchaser, and which neither party shall be evidenced by Lessee's execution of Lease Supplement No. have further rights or obligations pursuant to this Agreement, or (b) If (i) Lessee is unwilling or unable to accept delivery waive the completion of the Aircraft on Ready Work, proceed to close the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such datetransaction, and (ii) receive a credit on account of the Lessee Conditions Precedent are met (or could reasonably be expected incomplete Ready Work in an amount to be met if Delivery had occurred)reasonably determined by Seller and Purchaser at Closing. Notwithstanding the foregoing, then the Rent Commencement Date for the Aircraft all such Ready Work 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) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion extent and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4consistent with Seller's previous practices.

Leasing. (a) Lessor Manager shall notify Lessee exercise efforts in accordance with the Performance Standard to obtain and keep residents who are students at the [___________________] or other colleges or universities in the vicinity of the Scheduled Delivery Week as soon as possibleProperty (“Resident”, but no later than at least thirty (30) days prior to the Scheduled Delivery Month“Student”, and Lessor shall notify Lessee “Tenant” used interchangeably throughout) and other qualified residents. Manager shall, using efforts in accordance with the 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 obligations under the leases, and to enforce, preserve and keep unimpaired the rights of Owner and the obligations of the Scheduled Delivery Date as soon as possibletenants under the leases. Manager is authorized, but no later than at least one (1) week prior subject to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a)the Approved Operating Budget and Approved Management Plan, to negotiate, prepare, and execute all residential leases on a substantially similar form of residential lease as approved by Owner, as agent for Owner; provided, however, without the consent of Owner, Manager: (i) except in accordance with the Approved Operating Budget and Approved Management Plan, if applicable, shall not modify, or Lessee fails to fulfil in any Lessor Condition Precedent way alter the provisions of any lease in a manner which 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 landlord thereunder, alter any material, financial or before such date, and 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 Lessee Conditions Precedent are met 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 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 entered into in accordance with subclause the Approved Operating Budget and Approved Management Plan; and (iiz) Manager’s receipt on behalf of this Section 4.1(bOwner of any security deposit required under the terms of such lease, a current certificate of insurance (if applicable), and Lessee shall payment of rent required thereunder to 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) Lessee will be responsible for all risks associated with any loss of or damage paid prior to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.tenant’s taking occupancy. ​

Leasing. (a) Lessor shall notify Lessee 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 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 material obligations of the Scheduled Delivery Date 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 soon as possible, but no later otherwise permitted by any provision of this Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than at least one (1) week prior 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 Scheduled Delivery Week. Subject 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 Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement NoProperty. (b) If 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) Lessee is unwilling permit or unable 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 accept delivery 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 Aircraft on 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 on which Lessor tenders hereof that did not require Requisite Lenders’ or Administrative Agent’s consent as of the Aircraft for Delivery 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 Lessee under and 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 Section 4.3(aBorrower’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 Lessee fails (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to fulfil any Lessor Condition Precedent on or before the execution of such date, 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 Lessee Conditions Precedent are met tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or could reasonably 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 expected 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 met if Delivery had occurred)delivered to the Administrative Agent pursuant to the preceding sentence shall, then except during the Rent Commencement Date 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 Aircraft 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 occurred 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 on which it is tendered by Lessor for Delivery hereof or that has been entered into in accordance with subclause (ii) the provisions of this Section 4.1(b)Agreement. Notwithstanding the foregoing, and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs provided no Triggering Event 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 exists and is continuing. (c) Lessee will , any Termination Payment that is not applied in accordance with the preceding sentence shall be responsible for all risks associated with any loss of or damage returned to the Aircraft from Borrower once all of the Rent Commencement Date until 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 Aircraft 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 returned -3- subject to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.48.13(c).

Leasing. Borrower covenants to cause Lxxx Lakes Owner and Maple Grove Owner, and Borrower covenants: (a) Lessor shall notify Lessee not to collect any of the Scheduled Delivery Week as soon as possible, but no later Rents for more than at least thirty (30) days prior to the Scheduled Delivery Month, and Lessor shall notify Lessee of the Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior to month in advance of the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease time when the Aircraft to Lessee and Lessee will take same become due under the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. terms thereof; (b) If not to discount any future accruing Rents; (ic) Lessee is unwilling not to execute any other assignments of Leases or unable any interest therein or any of the Rents thereunder (other than in connection with the existing mortgage on the Lxxx Lakes Property held by The Prudential Insurance Company of America), (d) not to terminate, modify or amend the Leases or any of the terms thereof, or grant any concessions in connection therewith, either orally or in writing, or to accept delivery a surrender thereof without the written consent of Lender and that any attempted termination, modification, or amendment of the Aircraft Leases without such written consent shall be null and void; (e) 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 lessees, or any rights to withhold payment of Rent; and to give prompt notices to Lender of any notice of default on their part with respect to the date on which Lessor tenders Leases received from the Aircraft for Delivery lessees thereunder, and to Lessee under and furnish Lender with complete copies of said notices; (f) not to alter, modify or change the terms of 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 Section 4.3(a)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 Lessee fails to fulfil otherwise, which would in any Lessor Condition Precedent on way diminish the tenant’s liability or before such date, have the effect of shortening the stated term of the Lease. The terms "Leases" and (ii) the 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 "Rents" herein shall have no obligation the definitions given to deliver, and Lessee shall have no lease interest them 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 continuingMortgage. (c) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.

Leasing. (a) Lessor shall notify Lessee Borrower covenants and agrees at Borrower’s sole cost and expense to: (w) 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 Scheduled Delivery Week as soon as possiblematerial obligations of the lessees contained in the Leases; (x) promptly deliver to Administrative Agent copies of all notices of material defaults delivered and/or received by Borrower or Manager to any tenants under any Minor Lease or Major Lease; (y) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, but no later than leased at least thirty all times at rentals commensurate with current market rates for similarly situated property; and (30z) days prior to the Scheduled Delivery Monthextent 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 Lessor is continuing, exceeds $500,000 to be disbursed by Agent to pay Leasing Costs pursuant to Section 9.3(d) below. 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 notify Lessee 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 the Scheduled Delivery Date as soon as possibleLoan Documents: (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, but no later collect rentals (other than at least security deposits) more than one (1) week prior month in advance of the time when it becomes due; (iii) consent to the Scheduled Delivery Week. Subject to Sections 3.1 any assignment (and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Termavoidance 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 mortgage or lien other than Permitted Liens. Any action or attempted action in violation of this Section 9.3(a), which shall commence on the Delivery DateSection 9.3(b), and which Section 9.3(c) or Section 9.4 of this Agreement shall be evidenced by Lessee's execution null and void. In no event shall Borrower enter into any Modification that results in a Lease being on terms that are less favorable to Borrower than commercially reasonable market terms without the prior written reasonable approval of Lease Supplement NoAdministrative Agent. (b) If Borrower shall not, without the requisite Lease Approval for any Major Lease or any Minor Lease, as applicable: (i) Lessee is unwilling permit or unable to accept delivery allow any material change, amendment, modification, renewal or extension (each a “Modification” and for the avoidance of doubt, the Aircraft on the date on term “Modification” shall not include any complete or partial surrender of termination (which Lessor tenders the Aircraft for Delivery to Lessee under and are discussed in accordance with Section 4.3(a(c) below), or Lessee fails to fulfil ) of any Lessor Condition Precedent on or before such date, and Lease; (ii) the Lessee Conditions Precedent waive any of Borrower’s rights or remedies under any Lease, other than such rights which are met de minimis in nature; or (or could reasonably be expected iii) otherwise consent 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 any material change in the Aircraft obligations, duties or other right to possession liabilities 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 continuinga tenant under a Lease. (c) Lessee will For the avoidance of doubt, no Lease Approval shall be responsible required with respect to Modifications of, or waivers of rights or remedies or consents to material changes for all risks any Lease that is neither a Major Lease nor a Minor Lease. (d) Borrower shall be permitted to retain any sums received 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, 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 deposited by Borrower into the Termination Payment 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 deposited into the 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 Account. All interest on the Termination Payment Account shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Account; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Administrative Agent shall cause to be made, disbursements from the Termination Payment Account to Borrower for payment of Leasing Costs associated with any loss Leases that do not require any approval or that have been approved in accordance with Section 9.4 of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or damage Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Aircraft 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 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 Account. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(b). Borrower shall not have any right to make withdrawals from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4Termination Payment Account.

Leasing. (a) Lessor shall notify Lessee The Borrower will take or cause to be taken all reasonable steps within the power of the Scheduled Delivery Week Borrower to market and lease the leasable area of the Mortgaged Property and the Borrower will cause the Property Owner to take or cause to be taken all reasonable steps within the power of the Property Owner to market and lease the leasable area of each Mezzanine Property, all in accordance with sound and customary leasing and management practices for similar properties. The Borrower will not, and will not allow the Property Owner to, lease all or any portion of the Mortgaged Property or the Mezzanine 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 prior written consent of the Agent; provided, however, with respect to any Lease which covers less than 25,000 square feet or provides less than three percent (3%) of the Net Operating Income of the Mortgaged Property and the Mezzanine Property, whichever is less, the Borrower or the Property Owner may amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant 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 similar properties provided that such action with respect to a Lease for a Mezzanine Property shall not cause (with the passage of time or otherwise) a default under the Mezzanine Mortgage Loan Documents. The Borrower shall furnish or cause the Property Owner to furnish the Agent with executed copies of all Leases hereafter made, and all Leases now or hereafter entered into will be in form and substance subject to the approval of the Agent. Upon the Agent's request, the Borrower shall make a separate and distinct assignment to the Agent as soon additional security, of all Leases for the Mortgaged Property hereafter made. Notwithstanding the foregoing, following the Agent's approval of the "Leasing Parameters" (as possiblehereinafter defined) for the Mortgaged Property and the Mezzanine Property, but no later then the Borrower or the Property Owner, as applicable, may, without the prior approval of the Agent, enter into any Lease provided that the Lease covers less than at least thirty 25,000 square feet or provides less than three percent (303%) days of the Net Operating Income of the Mortgaged Property and the Mezzanine Property, is a bona fide arm's length lease entered into in the ordinary course of business with a party unaffiliated with the Borrower, the Property Owner, the Member, the Manager or the Guarantor, falls within the Leasing Parameters and is on the standard lease form (without material modification or addition). In connection with any Lease to be approved by the Agent as provided herein, the 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 limited to the approval of the Major Terms, and provided further that 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 (which shall state the reasons for disapproval) within five (5) Business Days after the date of the delivery of such Lease to the Agent for approval and all other information reasonably requested by the Agent in order to make such determination. Following the approval by the Agent of the Major Terms, the Borrower or the Property Owner shall be permitted to enter into a lease to such tenant which falls within the Major Terms. As used herein, "Leasing Parameters" means leasing parameters for the Mortgaged Property and the Mezzanine Property approved by the Agent. 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 Agent prior to the Scheduled Delivery Monthcommencement of each calendar year during the term of the Notes. The Borrower will require, and Lessor shall notify Lessee each Lease will require, each tenant of a Mortgaged Property to enter into a Nondisturbance, Attornment and Subordination Agreement and to provide an estoppel certificate satisfactory to the Agent upon the request of the Scheduled Delivery Date as soon as possibleAgent. The Agent shall have the right, but no later than at least one (1) week prior and the Borrower hereby authorizes the Agent, to communicate directly with any tenant under a Lease to verify any information delivered to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease Agent by the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling Borrower concerning such tenant or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, and (ii) the 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) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.tenant's

Leasing. In addition to and not as a limitation on Manger's duties hereunder: (a) Lessor Manger shall notify Lessee use its reasonable efforts to obtain the compliance of the Scheduled Delivery Week as soon as possible, but no later than at least thirty (30) days prior tenants with regard to the Scheduled Delivery Month, and Lessor shall notify Lessee of the Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No.their obligations under their leases; (b) If (i) Lessee is unwilling or unable to accept delivery Manager shall diligently review all leases, subleases and assignments of the Aircraft on the date on which Lessor tenders the Aircraft leases for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, and (ii) the 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 space in the Aircraft or other right to possession of the Aircraft, unless and until Lessee fulfils all Lessor Conditions Precedent as and when provided Property by a tenant occupying space in the Lease Property or a prospective tenant and Lessee accepts delivery of submit the Aircraft as evidenced by its execution of Lease Supplement No. 1same to Owner for review, approval and so long as no Default has occurred and is continuing.execution; (c) Lessee will be responsible for Upon the request of the Owner, provide copies of all risks associated with any loss of or damage leases, subleases and assignments then in effect and/or deliver to the Aircraft Owner, and to any persons designated by the Owner, a schedule of all then existing leases, which 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, 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 services or facilities of the Property; provided, however, the Manager is not authorized to, and shall not compromise or settle, or make any payment with respect to, any such complaint without the prior written consent of the Owner if such compromise, settlement or 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 of the tenants under their leases and shall, with the prior approval of Owner, institute in its own name or in the name of the Owner, any necessary legal actions or proceedings to collect all charges, rents, and monetary damages from the Rent Commencement Date until 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 (or on grounds of any other failure to perform) under the applicable lease or otherwise enforce the provisions of the Aircraft is returned -3- leases. The selection of any counsel engaged under this subparagraph shall be subject to Lessor the prior approval of the Owner, and no settlement shall be entered into in any matter without the Owner's approval; and Property Management Agreement (f) Notwithstanding anything herein to the contrary, without the prior consent of Owner, Manager: (i) shall not receive or collect any rents for more than one month in advance (plus security deposits), (ii) 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 guaranty); (iii) 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 Return Occasion landlord thereunder, or reduce the obligations of the tenant thereunder; (vi) shall not relocate any tenant within the Property; (vii) shall not consent to any modification of the express purposes for which any Tenants premises have been leased; and Lessor executes and delivers (viii) shall not consent to Lessee any subletting of any part of the acknowledgement contemplated Property, to any assignment of any lease by Section 12.4any Tenant thereunder, or to any assignment or further subletting of any sublease.

Leasing. (a) Lessor Borrower shall notify Lessee not enter, modify or terminate any Lease except in the ordinary course of business or otherwise in accordance with the terms of the Scheduled Delivery Week Assignment of Leases and Rents between Lender and Borrower. (b) Except as soon 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 ordinary course of business and pursuant to Borrower’s standard lease form approved, or deemed approved, by Lender in writing (the “Standard Lease Form”), (c) Borrower shall observe and perform all of the covenants, terms, conditions and agreements contained in the Leases to be observed or performed by the lessor thereunder, and the Borrower shall not knowingly do or suffer to be done anything to impair the security thereof. The Borrower shall not (i) release the liability of any 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 possiblespecifically provided therein or in the ordinary course of Borrower’s business, but no later 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 Rents assigned hereunder more than at least thirty (30) days prior to in advance of the Scheduled Delivery Monthtime when 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 Lessor shall notify Lessee (iii) Borrower may collect advance Rents in an amount not to exceed ten percent (10%) of the Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement Noall Rent collected in that year. (be) If 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. (f) Borrower shall not modify its Standard Lease Form in any material respect without obtaining the Lender’s prior written consent (not to be unreasonably withheld, conditioned or delayed). (g) Borrower shall not waive or excuse the obligation to pay Rent under any Lease, other than in 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 in any manner connected with any Lease or the obligations, duties or liabilities of the 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 proceeding in which the Lender may appear. (i) Lessee is unwilling 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 unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, and (ii) the 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 continuingguarantor thereunder. (cj) Lessee will Borrower shall enforce the observance and performance of each material covenant, term, condition and agreement contained in each Lease to be responsible for all risks associated with observed and performed by the tenants and guarantors thereunder. (k) Borrower shall not permit any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- Leases to Lessor on become subordinate to any lien or liens other than liens securing the Return Occasion and Lessor executes and delivers indebtedness secured hereby or liens for general real estate taxes not delinquent. (l) Not later than ten (10) days after the Lender’s written request, Borrower shall deliver to Lessee Lender a certified occupancy report for the acknowledgement contemplated by Section 12.4Property as of the last day of the most recently ended calendar quarter in a form reasonably satisfactory to Lender. The foregoing obligation shall be in addition to any obligations of Borrower set forth in the Loan Agreement.

Leasing. (a) Lessor shall notify Lessee of the Scheduled Delivery Week In addition to and not 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 Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft a limitation on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No.Manager’s duties hereunder: (b) If (i) Lessee is unwilling or unable Manager shall use its reasonable efforts (i) to accept delivery obtain the compliance of tenants with regard to their obligations under their leases and reasonably notify Owner of any noncompliance such that Owner may enforce the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, same and (ii) to ensure that Owner is in compliance with any leases or other restrictive covenants affecting the 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 Project; (ii) Manager shall receive, consider, evaluate and keep complete records with respect to, and, except as specifically limited by other provisions of this Section 4.1(bAgreement, shall as directed by Owner handle, compromise or settle, the complaints of all tenants or users of any of the services or facilities of the Project; (iii) Manager shall give prompt Notice to the Owner of any defaults by any of the tenants under their leases and shall, with the prior approval of Owner (and at Owner’s cost), institute in its own name or in the name of the Owner, any necessary legal actions or proceedings to collect all charges, rents, and Lessee 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 (or on grounds of any other failure to perform) under the applicable lease or otherwise enforce the provisions of the leases; and (iv) notwithstanding anything herein to the contrary, without the prior consent of Owner, Manager: (1) shall be obligated 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 guaranty); (2) shall not cancel, terminate or consent to pay Rent the surrender of any lease; (3) shall not commence any action, suit or proceedings for the Aircraft collection of rent, for removal or for the dispossession of any tenant or exercise any right of recapture provided in any lease; (4) 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 and from such date regardless of whether the Delivery Date occurs landlord thereunder, or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in reduce the Aircraft or other right to possession obligations of the Aircrafttenant thereunder; (5) shall not relocate any tenant within the Project; (6 ) shall not consent to any modification of the express purposes for which any Tenants premises have been leased; (7) enter into, unless renew or materially modify any contract affecting the Project; (8) shall not consent to any subletting of any part of the Project, to any assignment of any lease by any Tenant thereunder, or to any assignment or further subletting of any sublease; and until Lessee fulfils all Lessor Conditions Precedent (9) shall not take any other action related to the Project except 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) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.this Agreement..

Leasing. Borrower shall not, without the prior written consent of ------- Lender, enter into any lease or other rental or occupancy arrangement or concession with respect to any real property comprising the Property or any portion thereof. In the event Borrower desires to enter into a Lease, Borrower shall submit the proposed Lease to Lender for Lender's prior written approval, which approval shall not be unreasonably withheld or delayed. Borrower shall not modify, amend or terminate (aexcept upon a default by a tenant) Lessor shall notify Lessee any Leases affecting any part of the Scheduled Delivery Week as soon as possibleProperty. Notwithstanding the foregoing, but no later than at least thirty (30) days Borrower may, without the prior to the Scheduled Delivery Monthapproval or consent of Lender, and Lessor shall notify Lessee of the Scheduled Delivery Date as soon as possibleamend, but no later than at least one (1) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of modify or terminate any CCI Lease Supplement No. (b) If (i) Lessee encumbering a Property that is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and released in accordance with Section 4.3(a)Article 7. --------- Notwithstanding anything in this Agreement to the contrary, Borrower may, without the prior approval or consent of Lender, negotiate, enter into, modify, amend, extend, renew or terminate any Aurora Lease; provided, however, that Borrower shall promptly inform Lender of taking any such action and further provided that such Aurora Lease as entered into, modified, amended, extended, or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, renewed shall have a term of not more than one year and (ii) shall permit the Lessee Conditions Precedent are met (or could reasonably be expected Premises to be met if Delivery had occurred)used solely for office purposes except as otherwise approved by the Lender. As used herein, then "Aurora Lease" means any lease pursuant to which Borrower, as the Rent Commencement Date for lessor, leases or rents to a tenant some or all of that portion of the Aircraft Denver South Premises commonly known as Suites 105, 300, 301, 302, 303, 304, 308, 310, 311, 312 and 314, as the same are now or may in the future be configured. Within ten (10) Business Days following the execution by Borrower of any new Lease, Borrower shall be deemed deliver to have occurred Lender a Subordination, Non-Disturbance and Attornment Agreement executed by the tenant under such Lease which is in form satisfactory to Lender. Borrower shall perform and comply with all of the landlord's obligations under each Lease and shall not suffer or permit any breach or default 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 part 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 continuinglandlord to occur thereunder. (c) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.

Leasing. (a) Lessor shall notify Lessee The Borrower will cause the Property Owner and WASH to take or cause to be taken all reasonable steps within the power of the Scheduled Delivery Week Property Owner and WASH to market and lease the leasable area of the Mortgaged Property and the Mezzanine Property in accordance with sound and customary leasing and management practices for similar properties. The Borrower will not allow the Property Owner or WASH to lease all or any portion of the Mortgaged Property or the Mezzanine 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 prior written consent of the Agent; provided, however, with respect to any Lease which covers less than 25,000 square feet or provides less than three percent (3%) of the Operating Cash Flow of the Mortgaged Property and the Mezzanine Property, whichever is less, the Property Owner or WASH, as soon applicable, may amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant 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 similar properties provided that such action with respect to a lease for a Mortgaged Property or Mezzanine Property shall not cause (with the passage of time or otherwise) a default under the Mortgage Loan Documents or the Mezzanine Mortgage Loan Documents. The Borrower shall furnish or cause the Property Owner and WASH to furnish the Agent with executed copies of all Leases hereafter made, and all Leases now or hereafter entered into will be in form and substance subject to the approval of the Agent. Notwithstanding the foregoing, following the Agent's approval of the "Leasing Parameters" (as possiblehereinafter defined) for the Mortgaged Property and the Mezzanine Property, but no later then the Borrower may permit Property Owner or WASH, without the prior approval of the Agent, to enter into any Lease provided that the Lease covers less than at least thirty 25,000 square feet or provides less than three percent (303%) days of the Operating Cash Flow of the Mortgaged Property and the Mezzanine Property, is a bona fide arm's length lease entered into in the ordinary course of business with a party unaffiliated with the Borrower, any of its Subsidiaries, the Property Owner or the Guarantor, falls within the Leasing Parameters and is on the standard lease form (without material modification or addition). In connection with any Lease to be approved by the Agent as provided herein, the 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 limited to the approval of the Major Terms, and provided further that 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 (which shall state the reasons for disapproval) within five (5) Business Days after the date of the delivery of such Lease to the Agent for approval and all other information reasonably requested by the Agent in order to make such determination. Following the approval by the Agent of the Major Terms, the Property Owner or WASH, as applicable, shall be permitted to enter into a lease to such tenant which falls within the Major Terms. As used herein, "Leasing Parameters" means leasing parameters for the Mortgaged Property and the Mezzanine Property approved by the Agent. 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 Agent prior to the Scheduled Delivery Monthcommencement of each calendar year during the term of the Notes. The Agent shall have the right, and Lessor shall notify Lessee of the Scheduled Delivery Date as soon as possibleBorrower hereby authorizes the Agent, but no later than at least one (1) week prior to communicate directly with any tenant under a Lease to verify any information delivered to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease Agent by the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling Borrower concerning such tenant or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such date, and (ii) the 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) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.tenant's

Leasing. (a) Lessor shall notify Lessee Borrower may not enter into a Lease for any portion of the Scheduled Delivery Week as soon as possibleProperty without Agent’s prior written consent acting in the reasonable and good faith exercise of its discretion; provided however that Borrower may, but no later than at least thirty (30) days without Lender’s prior to consent, enter into one or more Leases for food and beverage or retail operations which individually and in the Scheduled Delivery Month, and Lessor shall notify Lessee aggregate do not exceed 1,000 square feet of the Scheduled Delivery Date as soon as possibletotal combined food and beverage and retail spaces identified in the Approved Plans and Specifications. With respect to any permitted Lease for the Property requiring Lender’s consent, but no later Borrower (i) shall observe and perform, or cause to be performed, the obligations imposed upon the lessor under such Lease; (ii) shall enforce the terms, covenants and conditions contained in such Lease upon the part of the lessee thereunder to be observed or performed; (iii) shall not, without the prior written consent of Agent, terminate or accept a surrender of such Lease or any portion thereof (other than at least 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 surrender, all or any portion of its premises, or recapture all or any portion of a tenant’s premises whether by termination, subleasing from the tenant or otherwise; (iv) shall not collect any of the rents under such Lease more than one (1) week prior month in advance of the due date; (v) shall not execute any other assignment of lessor’s interest in such Lease or the Rents related thereto (except as contemplated by the Loan Documents); (vi) shall not alter, amend, modify, supplement or change any material terms of the Lease, which for the avoidance of doubt, shall include any change to the Scheduled Delivery Week. Subject signage at the Property provided to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a)any tenant, or Lessee fails to fulfil grant any Lessor Condition Precedent on waivers or before such date, consents without the prior written consent of Agent; and (iivii) shall execute and deliver at the Lessee Conditions Precedent are met (or could reasonably be expected request of Agent all such further assurances, confirmations and assignments in connection with such Lease as Agent shall from time 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 continuingtime require. (c) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.

Leasing. Without limiting the foregoing, but subject to the provisions of this Section 7.2, from the Agreement Date through the Due Diligence Deadline Seller shall, in the ordinary course, negotiate with prospective tenants and enter into new leases (a) Lessor shall notify Lessee on terms that Seller believes, in its commercially reasonable business judgment, to be market terms), enforce the terms of the Scheduled Delivery Week as soon as possibleLeases 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, but no later than or proposals to enter into new leases made by, Seller at least thirty two (302) days Business Days prior to the Scheduled Delivery MonthDue Diligence Deadline and provide Buyer with a summary of the terms of each such new lease or proposal. After the Due Diligence Deadline, and Lessor shall notify Lessee at least three (3) Business Days prior to becoming legally bound with respect to any new lease or other agreement or modification of the Scheduled Delivery Date as soon as possibleexisting Leases or other agreement, Seller shall consult with and seek the consent of Buyer, and shall provide reasonable detail to Buyer including, at Buyer's request, copies of the relevant documentation, with respect thereto. Any consent to be given by Buyer pursuant to this Section 7.2 shall be granted or withheld in Buyer's sole and absolute discretion, 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 the right, but no later than at least one not the obligation (1) week except to the extent that Seller's failure to act shall constitute a waiver of such rights 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 Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery expiration of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a)Due Diligence Deadline, or Lessee fails to fulfil of any Lessor Condition Precedent on or before such datetenant security deposit held by Seller, and (ii) the 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 Seller will 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) Lessee will be responsible for all risks associated connection with any loss of or damage such application, written notice to the Aircraft from applicable tenant(s) under the Rent Commencement Date until possession of Leases indicating that its security deposit has been or is being so applied. Seller shall provide Buyer with written notice within three (3) Business Days after any action taken by Seller pursuant to the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4foregoing provisions.

Leasing. (a) Lessor shall notify Lessee The Borrower will take or cause to be taken all reasonable steps within the power of the Scheduled Delivery Week Borrower to market and lease the leasable area of the Mortgaged Properties in accordance with sound and customary leasing and management practices for similar properties. The Borrower will 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 prior written consent of the Agent; provided, however, with respect to any Lease which covers less than the 25,000 square feet or provides less than three percent (3%) of the Net Operating Income of the Mortgaged Property, the Borrower may 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 the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower shall furnish the Agent with executed copies of all Leases hereafter made, and all Leases now or hereafter entered into will be in form and substance subject to the approval of the Agent. Upon the Agent's request, the Borrower shall make a separate and distinct assignment to the Agent as soon additional security, of all Leases hereafter made. Notwithstanding the foregoing, following the Agent's approval of the "Leasing Parameters" (as possiblehereinafter defined) for the Mortgaged Property, but no later than at least thirty then the Borrower may, without the prior approval of the Agent and (30) days prior to the Scheduled Delivery Monthinitial syndication) Xxxxxxx, enter into any Lease provided that the Lease covers less than 25,000 square feet or 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 on the standard lease form (without material modification or addition). In connection with any Lease to be approved by the Agent as provided herein, the 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 Lessor Agent's approval shall notify Lessee be limited to the approval of the Scheduled Delivery Date as soon as possibleMajor Terms, but no later and provided further than at least one 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 (1which shall state the reasons for disapproval) week within five (5) business days after the date of the delivery of such Lease to the Agent for approval and all other information reasonably requested by the Agent in order to make such determination. Following the approval by the Agent of the Major Terms, the Borrower shall be permitted to enter into a lease to such tenant which falls within the Major Terms. As used herein, "Leasing Parameters" means leasing parameters for the Mortgaged Property approved by the Agent and (prior to the Scheduled Delivery Weekinitial syndication) Xxxxxxx. Subject to Sections 3.1 Leasing Parameters shall include, without limitation, the minimum and 4.4maximum term, Lessor will lease the Aircraft to Lessee minimum rent, tax and Lessee will take the Aircraft on lease for the Termoperating stops, which shall commence on the Delivery Datetenant standard improvements, tenant allowances and other tenant inducements and leasing commissions, and which shall be evidenced approved by Lessee's execution the Agent prior to the commencement of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery each calendar year during the term of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such dateNotes. The Borrower will require, and (ii) each Lease will require, each tenant to enter into a Nondisturbance, Attornment and Subordination Agreement and to provide an estoppel certificate satisfactory to the Lessee Conditions Precedent are met (or could reasonably be expected to be met if Delivery had occurred), then Agent upon the Rent Commencement Date for request of the Aircraft Agent. The Agent 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)right, and Lessee shall be obligated the Borrower hereby authorizes the Agent, 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) Lessee will be responsible for all risks associated communicate directly with any loss of or damage tenant under a Lease to verify any information delivered to the Aircraft from Agent by the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4Borrower concerning such tenant or such tenant's Lease.

Leasing. (a) Lessor Borrower shall notify Lessee of observe the 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 Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement Nocovenants set forth in Section 5.1(s). (b) If At Borrower's request, Lender shall execute and deliver a subordination, nondisturbance and attornment agreement in the form of Exhibit B annexed hereto (or such other form as Borrower may propose from time to time, subject to Lender's approval, not to be unreasonably withheld or delayed), among Lender, Borrower and any Tenant under a Lease permitted under Section 5.1(s) and demising no less than 10,000 square feet, provided that such Tenant also executes and delivers such agreement in favor of Lender. (c) Any Termination Fee (as hereinafter defined) shall be deposited and maintained in a separate Eligible Account in which Lender is hereby and shall be granted a security interest (the "TERMINATION PAYMENT ACCOUNT"), shall be applied in the following order of priority: (i) Lessee to any payment to a Reserve Account, any payment of Debt Service or any other payment required under the Loan Documents that is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any Lessor Condition Precedent on or before such datenot paid when due, and (ii) to the Lessee Conditions Precedent are met (costs and expenses incurred by Borrower in connection with that portion of the Mortgaged Property affected by the cancellation or could reasonably termination of the Lease. Any portion of a Termination Fee remaining on deposit in the Termination Payment Account will be expected released to Borrower upon the occupancy of the premises to which such Termination Fee is related by a replacement Tenant satisfactory to Lender and the commencement by such Tenant of the payment of rent pursuant to the related replacement Lease; provided, however, that if projected revenue with respect to a replacement Lease will be met if Delivery had occurred), less than that for the terminated lease during the remainder of the scheduled term of the terminated lease then the Rent Commencement Date for portion of the Aircraft Termination Fee equal to the amount of such difference 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 retained in the Aircraft or other right Termination Payment Account and deposited monthly to possession the Deposit Account as Operating Income in an amount equal to such difference divided by the number of months remaining in the term of the Aircraftterminated lease at the time of such termination or cancellation. "TERMINATION FEE" shall mean any payment, unless and until Lessee fulfils all Lessor Conditions Precedent as and when provided fee or penalty paid by a Tenant in connection with the Lease and Lessee accepts delivery cancellation or termination of the Aircraft as evidenced such Tenant's Lease, whether by its execution reason of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. (c) Lessee will be responsible for all risks associated with any loss of such Tenant's default or damage pursuant to the Aircraft from the Rent Commencement Date until possession terms of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4such Lease.

Leasing. (a) Lessor Borrower shall notify Lessee use and shall cause its Subsidiaries to use commercially reasonable efforts to maintain all leasable space in the Real Estate Assets which are not Mortgaged Properties leased at no less than fair market rental rates considering the type, use and location of the Scheduled Delivery Week as soon as possible, but no later than at least thirty (30) days prior to leased space and the Scheduled Delivery Month, and Lessor shall notify Lessee nature of the Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior to the Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement Notenant. (b) If (i) Lessee is unwilling or unable The Borrower and each Guarantor will give notice to accept delivery 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 Aircraft on proposed Lease and any and all agreements or documents related thereto, current financial information for the date on which Lessor tenders proposed tenant and any guarantor of the Aircraft for Delivery to Lessee under proposed Lease and in accordance with Section 4.3(a)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 Lessee fails accept the surrender of, or (if Borrower’s or such Guarantor’s consent is required under the terms of such Lease) consent to fulfil the assignment or subletting of, or grant any Lessor Condition Precedent on concessions to or before 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 any Lease which is not with a Major Tenant, the Borrower or any Guarantor may enter into any such dateLease, or 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 (ii) management practices for similar properties. To the Lessee Conditions Precedent are met (extent the Administrative Agent’s approval or could reasonably be expected consent is required pursuant to be met if Delivery had occurred)this Section 8.3, then the Rent Commencement Date for the Aircraft Administrative Agent’s approval shall be deemed granted in the event the Administrative Agent fails to have occurred on respond to the Borrower’s request within ten (10) Business Days if (A) Borrower has delivered to Administrative Agent and Administrative Agent’s counsel the 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 larger font in the transmittal letter requesting approval and (B) Administrative Agent does not approve or reject the applicable request within ten (10) Business Days from the date on which it is tendered by Lessor for Delivery in accordance with subclause (ii) of this Section 4.1(b), Administrative Agent and Lessee shall be obligated to pay Rent for Administrative Agent’s counsel receive 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 request as evidenced by its execution 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 defined in the Cash Collateral Agreement) to each new tenant of a Lease Supplement No. 1, and so long as no Default has occurred and is continuingentered into after the date hereof. (c) Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.