Common use of Duties and Conflicts Clause in Contracts

Duties and Conflicts. (a) The Manager and appointed members of the Executive Committee shall devote such time to the business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement or as otherwise approved by the Executive Committee, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B Properties. (b) Each of the Members recognizes that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, has or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, and that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, each of the Members may engage in or possess an interest in other business ventures of any nature and description, independently or with others, including, but not limited to, the ownership, financing, acquiring, leasing, promoting, improving, operation, management, syndication, brokerage and/or development of real property other than the Properties, including, but not limited to, property in the area which the Property is located, on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and each of the Members may engage in any such activities, whether or not competitive with the Company or any Subsidiary, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other Member. Neither the Company, the Subsidiaries nor the other Member shall have any right, by virtue of this Agreement in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any Subsidiary, shall not be deemed wrongful or improper. (c) Each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates own, or for which the CLI Member, the ▇▇▇▇/SLG Member or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to leasing one available space versus another in a manner that is not fair and equitable across all available space in the Properties and the Similar CLI/▇▇▇▇ Properties, without first offering to provide to the Company the same incentives and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached by such tenant.

Duties and Conflicts. (a) The Manager Members and appointed members of their respective officers, employees, the Executive Committee Managing Member and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement hereunder or as otherwise approved agreed to in writing by the Executive CommitteeManaging Member and all disinterested Members, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that each of the other Member Members and its members, managers partners, shareholders, officers, directors, employees, agents, representatives representatives, the Managing Member and Related PersonsAffiliates, has have or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, Company and that each of the other Member Members and its members, managers, partners, shareholders, officers, officers and directors, employees, agents, representatives representatives, the Managing Member and Related PersonsAffiliates, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons Except as set forth in the Management Agreementbelow, each of the Members may engage in or possess an interest in any other business ventures or venture of any nature and descriptionkind, independently or with others, including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and each of the Members may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other MemberMembers. Neither the Company, the Subsidiaries Company nor the other Member Members shall have any right, by virtue of this Agreement Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper. (c) Each Notwithstanding the foregoing, except as provided herein below, during the term of this Agreement, (i) Operating Member shall not pursue an opportunity or enter into a transaction (whether as lender, owner, shareholder, partner, director, officer, employee, agent, consultant or other advisor), for the financing, acquisition, ownership, entitlement, management, operation, leasing, construction, or development, of any other property within a ten (10) mile radius of any Initial Company Property (the “Competitive Area”) that has a use comparable to the present projected or actual use of the CLI Initial Company Property or otherwise competes with the Initial Company Property in any way, whether directly or indirectly, including without limitation through any of its Affiliates or in any other manner (each, a “Competitive Opportunity”). The Members acknowledge and agree that interests of SRT or its Affiliates with respect to the Ensenada Square Property shall not be deemed a violation of this Section 7.05(c). If Operating Member desires to pursue a Competitive Opportunity or any Value-Add Retail Joint Venture, then GAP and its Affiliates (including, without limitation, any affiliates of funds or accounts managed by GAP Capital Management, L.P.) (each, a “GAP Party”), shall have a right of first offer with respect to any such Competitive Opportunity or Value-Add Retail Joint Venture so long as such proposed acquisition or development opportunity is a permitted investment under any operating documents and/or fund documents that the applicable GAP Party is subject to (each, a “ROFO Opportunity”). Operating Member hereby represents and warrants that, as of the date hereof, neither it nor any Affiliate is involved in any Competitive Opportunity or any ROFO Opportunity which has not been disclosed in writing to GAP. In the event Operating Member desires to pursue a ROFO Opportunity, Operating Member shall give GAP notice of such ROFO Opportunity, which notice shall include the proposed terms and conditions thereof and proposed investment return thereon (in pro forma form) in sufficient detail to permit GAP to make an informed decision as to its desire to proceed with said ROFO Opportunity on the same terms as set out in the notice (together with such supporting information as GAP may reasonably request, “Investment Notice”). GAP shall have thirty (30) days from the date of such notice to determine whether it desires to proceed with said ROFO Opportunity on the same terms as set out in the Investment Notice. If GAP elects to proceed, it shall do so in a separate joint venture upon terms and conditions similar to the terms and conditions of this Agreement but subject to said revised economic terms as set forth in the Investment Notice or otherwise acceptable to GAP and Operating Member. If GAP gives notice within said thirty (30) day period that it does not desire to proceed with said opportunity on the terms set forth in the Investment Notice or fails to respond to such Investment Notice within the 30-day period, then Operating Member may proceed with said opportunity either alone, with its Affiliates or otherwise upon terms and conditions not materially more favorable to any alternate provider of capital for such opportunity than the terms and conditions set forth in the Investment Notice; provided, however, that in any event the opportunity is modified to be upon terms materially more favorable to such alternate capital provider than the terms and conditions set forth in the Investment Notice, then the provisions of this paragraph shall again be applicable and an additional Investment Notice shall be required to be delivered by Operating Member to GAP pursuant to the terms hereof. For purposes of the preceding sentence, terms and conditions shall be deemed materially more favorable to such alternate capital provider if the proposed return on investment of GAP would increase by fifteen percent (15%) or more over that which would be received under the terms set forth in the Investment Notice. By way of example, if the pro forma included with the Investment Notice indicated a projected return on investment of twenty percent (20%) to GAP and GAP declined to proceed with the proposed investment, Operating Member would be obligated to again offer the proposed investment to GAP if the proposed terms and conditions were modified so that the projected return on investment was equal to or greater than twenty-three percent (23%). If Operating Member has complied with the conditions set forth above, Operating Member shall have no further obligation to offer the proposed investment to GAP once proposed terms have been accepted by such alternative capital provider as evidenced by a term sheet signed by Operating Member of its Affiliates, on the one hand, and such alternate capital provider, on the other hand. Notwithstanding the foregoing, GAP, for itself and each GAP Party, acknowledges Operating Member’s obligation to provide investment opportunities to SRT and agrees that the foregoing obligation of Operating Member to provide ROFO Opportunities to GAP shall be subject and subordinate to Operating Member’s existing obligations to SRT. If GAP, or any GAP Party, elects to pursue a ROFO Opportunity, then any agreement entered into between Operating Member and GAP, or the ▇▇▇▇/SLG Member hereby agrees applicable GAP Party, shall (i) be cross defaulted with this Agreement, such that it will present in a fair and equitable manner all available lease space for cause event resulting in the Properties removal of Operating Member as Property Manager, Managing Member or the like under this Agreement shall result in the same manner under the other agreement and vice versa, and (ii) provide that Operating Member must contribute not less than ten percent (10%) toward the total capitalization of the ROFO Opportunity. Notwithstanding the foregoing, should SRT participate in a ROFO Opportunity at a level not less than fifteen percent (15%), then Operating Member shall be required to contribute not less than five percent (5%) to such ROFO Opportunity. The terms of this Section 7.05(c) shall expire, and Operating Member shall have no further obligation to provide GAP or any GAP Party any ROFO Opportunity following the earliest to occur of (i) the third anniversary of the Effective Date, (ii) the first anniversary of the Effective Date if Operating Member and GAP, or a GAP Party, have not entered into an agreement to pursue any ROFO Opportunity or (iii) the date on which it presents available lease space GAP (which for properties purposes hereof includes each GAP Party) has rejected three (3) ROFO Opportunities which it satisfy GAP’s investment criteria. (d) SRT hereby represents and warrants that, except as disclosed to GAP in writing, as of the date hereof, neither SRT nor any of its Affiliates has an interest in any property within a ten (10) mile radius of any Initial Company Property that has a use comparable to the present projected or actual use of the Initial Company Property or otherwise competes with the Initial Company Property in any way, whether directly or indirectly. The Members acknowledge and agree that interests of SRT or its respective Affiliates own, or for which the CLI Member, the ▇▇▇▇/SLG Member or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to leasing one available space versus another the Ensenada Square Property shall not be deemed a violation of this Section 7.05(d). If SRT desires to pursue (i) any joint venture involving any real estate assets owned by SRT as of the date hereof or (ii) any Value-Add Retail Joint Ventures (each, an “SRT Opportunity”), then GAP and the GAP Parties shall have a right of first offer with respect to any such SRT Opportunity. In furtherance thereof, SRT shall give GAP notice of such SRT Opportunity, which notice shall include the proposed terms and conditions thereof and proposed investment return thereon (in pro forma form) in sufficient detail to permit GAP to make an informed decision as to its desire to proceed with said SRT Opportunity on the same terms as set out in the notice (together with such supporting information as GAP may reasonably request, “SRT Investment Notice”). GAP shall have thirty (30) days from the date of such notice to determine whether it desires to proceed with said SRT Opportunity on the same terms as set out in the SRT Investment Notice. If GAP elects to proceed, it shall do so in a manner that is not fair separate joint venture upon terms and equitable across all available space conditions similar to the terms and conditions of this Agreement but subject to said revised economic terms as set forth in the Properties Investment Notice or otherwise acceptable to GAP and SRT. If GAP gives notice within said thirty (30) day period that it does not desire to proceed with said opportunity on the Similar CLI/▇▇▇▇ Propertiesterms set forth in the SRT Investment Notice or fails to respond to such SRT Investment Notice within the 30-day period, without first offering then SRT may proceed with said opportunity either alone, with its Affiliates or otherwise upon terms and conditions not materially more favorable to any alternate provider of capital for such opportunity than the terms and conditions set forth in the SRT Investment Notice; provided, however, that in any event the opportunity is modified to be upon terms materially more favorable to such alternate capital provider than the terms and conditions set forth in the SRT Investment Notice, then the provisions of this paragraph shall again be applicable and an additional SRT Investment Notice shall be required to be delivered by SRT to GAP pursuant to the terms hereof. For purposes of the preceding sentence, terms and conditions shall be deemed materially more favorable to such alternate capital provider if the proposed return on investment of GAP increases by twenty percent (20%) or more over that which would be received under the terms set forth in the SRT Investment Notice. By way of example, if the pro forma included with the SRT Investment Notice indicated a projected return on investment of twenty percent (20%) to GAP and GAP declined to proceed with the proposed investment, SRT would be obligated to again offer the proposed investment to GAP if the proposed terms and conditions were modified so that the projected return on investment was equal to or greater than twenty-four percent (24%). If SRT has complied with the conditions set forth above, SRT shall have no further obligation to offer the proposed investment to GAP once proposed terms have been accepted by such alternative capital provider as evidenced by a term sheet signed by SRT of its Affiliates, on the one hand, and such alternate capital provider, on the other hand. If GAP, or any GAP Party, elects to pursue an SRT Opportunity, then any agreement entered into between SRT and GAP, or the applicable GAP Party, shall (i) be cross defaulted with this Agreement as to rights to remove Managing Member for its gross negligence, fraud, bad faith or willful misconduct, or any other act that triggers recourse liability under any Loans and (ii) provide that SRT must contribute not less than fifteen percent (15%) (in cash or real estate or a combination thereof) toward the total capitalization of the SRT Opportunity. The terms of this Section 7.05(c) shall expire, and SRT shall have no further obligation to provide GAP or any GAP Party any SRT Opportunity following the earliest to occur of (i) the Company the same incentives and preferences for the Class B Properties. Each third anniversary of the CLI Member Effective Date, (ii) the first anniversary of the Effective Date if SRT and GAP, or a GAP Party, have not entered into an agreement to pursue any SRT Opportunity or (iii) the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached by such tenantdate on which GAP (which for purposes hereof includes each GAP Party) has rejected three (3) SRT Opportunities which satisfy GAP’s investment criteria.

Duties and Conflicts. (a) The Manager Members and appointed members of the Executive Committee their respective officers, employees and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly specifically provided in this Agreement or as otherwise approved by the Executive Committeehereunder, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to without the Class B Propertiesprior written consent of all disinterested Members. (b) Each of the Members recognizes that recognizes, acknowledges and agrees as follows: (i) each of the other Member Members and its members, partners, shareholders, officers, directorstheir respective Affiliates, employees, agents, agents and representatives and Related Persons, has have or may have in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, and that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, ; (ii) each of the Members and their respective Affiliates, employees, agents and representatives may engage engage, invest in or and/or possess an interest in other business ventures of any nature and descriptionin, independently independently, with one another, or with others, any business activity of any type or description, including without limitation, those that might be the same as or similar to the business of the Company and that might be in direct or indirect competition with the Company, and including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated Affiliated or otherwise, and ; (iii) each of the Members and their respective Affiliates, employees, agents and representatives may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other Member. Neither Members; (iv) neither the Company, the Subsidiaries Company nor the other any Member shall have any right, by virtue of this Agreement Agreement, in or to such ventures or activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper.; (cv) Each the obligations and duties of the CLI Member Members to each other and to the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair Company shall be limited solely to those arising under the Transaction Documents, and equitable manner all available lease space in neither the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates own, or for which the CLI Member, the ▇▇▇▇/SLG Member or Members nor their respective Affiliates provide management shall be obligated to present any investment opportunity or leasing services (“Similar CLI/▇▇▇▇ Properties”) prospective economic advantage to existing and prospective tenants. In additionthe Company or the Members, each even if the opportunity is of the CLI character that, if presented to the Company or the Members, could be taken by any of them; and (vi) the rights, powers, duties, liabilities and obligations of the Members (including the Managing Member) shall be determined solely pursuant to this Agreement and to the extent there is any conflict or inconsistency between the rights, powers, duties, liabilities and obligations of any Member under this Agreement and the ▇▇▇▇/SLG Delaware Act or other Applicable Law, this Agreement shall control to the extent permitted under the Delaware Act or other Applicable Law; provided, however, that each Member hereby agrees that it will at all times shall comply with the implied covenant of good faith and fair dealing and shall not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to leasing one available space versus another act in a manner that is not fair and equitable across all available space in the Properties and the Similar CLI/▇▇▇▇ Propertieswhich would constitute fraud, without first offering to provide to the Company the same incentives and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached by such tenantbad faith, willful misconduct or gross negligence.

Duties and Conflicts. (a) The Manager Members and appointed members of their respective officers, employees, the Executive Committee Managing Member and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement hereunder or as otherwise approved agreed to in writing by the Executive CommitteeManaging Member and all disinterested Members, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that each of the other Member Members and its members, managers partners, shareholders, officers, directors, employees, agents, representatives representatives, the Managing Member and Related PersonsAffiliates, has have or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, Company and that each of the other Member Members and its members, managers, partners, shareholders, officers, officers and directors, employees, agents, representatives representatives, the Managing Member and Related PersonsAffiliates, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons Except as set forth in the Management Agreementbelow, each of the Members may engage in or possess an interest in any other business ventures or venture of any nature and descriptionkind, independently or with others, including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and each of the Members may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other MemberMembers. Neither the Company, the Subsidiaries Company nor the other Member Members shall have any right, by virtue of this Agreement Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper. (c) Each Notwithstanding the foregoing, except as provided herein below, during the term of this Agreement, (i) Operating Member shall not pursue an opportunity or enter into a transaction (whether as lender, owner, shareholder, partner, director, officer, employee, agent, consultant or other advisor), for the financing, acquisition, ownership, entitlement, management, operation, leasing, construction, or development, of any other property within a ten (10) mile radius of any Company Property (the “Competitive Area”) that has a use comparable to the present projected or actual use of the CLI Company Property or otherwise competes with the Company Property in any way, whether directly or indirectly, including without limitation through any of its Affiliates or in any other manner (each, a “Competitive Opportunity”). If Operating Member or any Affiliate of Operating Member desires to pursue a Competitive Opportunity, then MN Retail and its Affiliates (including, without limitation, any affiliates of funds or accounts managed by MN Retail Capital Management, L.P.) (each, a “MN Retail Party”), shall have a right of first offer with respect to any such Competitive Opportunity so long as such proposed acquisition or development opportunity is a permitted investment under any operating documents and/or fund documents that the applicable MN Retail Party is subject to (each, a “ROFO Opportunity”). Operating Member hereby represents and warrants that, as of the date hereof, neither it nor any Affiliate is involved in any Competitive Opportunity or any ROFO Opportunity which has not been disclosed in writing to MN Retail. In the event Operating Member or any Affiliate of Operating Member desires to pursue a ROFO Opportunity, Operating Member shall give MN Retail notice of such ROFO Opportunity, which notice shall include the proposed terms and conditions thereof and proposed investment return thereon (in pro forma form) in sufficient detail to permit MN Retail to make an informed decision as to its desire to proceed with said ROFO Opportunity on the same terms as set out in the notice (together with such supporting information as MN Retail may reasonably request, “Investment Notice”). MN Retail shall have thirty (30) days from the date of such notice to determine whether it desires to proceed with said ROFO Opportunity on the same terms as set out in the Investment Notice. If MN Retail elects to proceed, it shall do so in a separate joint venture upon terms and conditions similar to the terms and conditions of this Agreement but subject to said revised economic terms as set forth in the Investment Notice or otherwise acceptable to MN Retail and Operating Member. If MN Retail gives notice within said thirty (30) day period that it does not desire to proceed with said opportunity on the terms set forth in the Investment Notice or fails to respond to such Investment Notice within the 30-day period, then Operating Member may proceed with said opportunity either alone, with its Affiliates or otherwise upon terms and conditions not materially more favorable to any alternate provider of capital for such opportunity than the terms and conditions set forth in the Investment Notice; provided, however, that in any event the opportunity is modified to be upon terms materially more favorable to such alternate capital provider than the terms and conditions set forth in the Investment Notice, then the provisions of this paragraph shall again be applicable and an additional Investment Notice shall be required to be delivered by Operating Member to MN Retail pursuant to the terms hereof. For purposes of the preceding sentence, terms and conditions shall be deemed materially more favorable to such alternate capital provider if the proposed return on investment of MN Retail would increase by fifteen percent (15%) or more over that which would be received under the terms set forth in the Investment Notice. By way of example, if the pro forma included with the Investment Notice indicated a projected return on investment of twenty percent (20%) to MN Retail and MN Retail declined to proceed with the proposed investment, Operating Member would be obligated to again offer the proposed investment to MN Retail if the proposed terms and conditions were modified so that the projected return on investment was equal to or greater than twenty-three percent (23%). If Operating Member has complied with the conditions set forth above, Operating Member shall have no further obligation to offer the proposed investment to MN Retail once proposed terms have been accepted by such alternative capital provider as evidenced by a term sheet signed by Operating Member of its Affiliates, on the one hand, and such alternate capital provider, on the other hand. Notwithstanding the foregoing, MN Retail, for itself and each MN Retail Party, acknowledges Operating Member’s obligation to provide investment opportunities to TRS and REIT and agrees that the foregoing obligation of Operating Member to provide ROFO Opportunities to MN Retail shall be subject and subordinate to Operating Member’s existing obligations to REIT. If MN Retail, or any MN Retail Party, elects to pursue a ROFO Opportunity or otherwise enters into a Value-Add Retail Joint Venture with Operating Member or any Affiliate of Operating Member, then any agreement entered into between Operating Member and MN Retail, or the ▇▇▇▇/SLG Member hereby agrees applicable MN Retail Party, shall be cross defaulted with this Agreement, such that it will present in a fair and equitable manner all available lease space for cause event resulting in the Properties removal of Operating Member or any Affiliate of Operating Member as Property Manager, Managing Member or the like under this Agreement shall result in the same manner which it presents available lease space for properties which it under the other agreement and vice versa. If MN Retail or its respective Affiliates ownany MN Retail Party elects to pursue a ROFO Opportunity, then any agreement entered into between Operating Member and MN Retail, or for which the CLI Memberapplicable MN Retail Party, shall provide that Operating Member must contribute not less than ten percent (10%) toward the ▇▇▇▇/SLG total capitalization of the ROFO Opportunity. Notwithstanding the foregoing, should TRS or REIT participate in a ROFO Opportunity at a level not less than fifteen percent (15%), then Operating Member or their respective Affiliates provide management or leasing services shall be required to contribute not less than five percent (“Similar CLI/▇▇▇▇ Properties”5%) to existing such ROFO Opportunity. The terms of this Section 7.05(c) shall expire, and prospective tenants. In addition, each Operating Member shall have no further obligation to provide MN Retail or any MN Retail Party any ROFO Opportunity following the earliest to occur of (i) the third anniversary of the CLI Member Effective Date, or (ii) the date on which MN Retail (which for purposes hereof includes each MN Retail Party) has rejected three (3) ROFO Opportunities which satisfy MN Retail’s investment criteria. (d) TRS hereby represents and warrants that, except as disclosed to MN Retail in writing, as of the ▇▇▇▇/SLG Member hereby agrees date hereof, neither TRS nor any of its Affiliates has an interest in any property within a ten (10) mile radius of any Company Property that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to leasing one available space versus another in has a manner that is not fair and equitable across all available space in the Properties and the Similar CLI/▇▇▇▇ Properties, without first offering to provide use comparable to the Company the same incentives and preferences for the Class B Properties. Each present projected or actual use of the CLI Member Category B Property or otherwise competes with the Category B Property in any way, whether directly or indirectly. (e) REIT hereby represents and warrants that, except as disclosed to MN Retail in writing, as of the Gal/SLG Member agree date hereof, neither REIT nor any of its Affiliates has an interest in any property within a ten (10) mile radius of any Company Property that they shall not approach and attempt has a use comparable to move existing tenants away from the Class B Properties but may negotiate present projected or actual use of the Category A Property or otherwise competes with such an existing tenant concerning other than Class B Properties if approached by such tenantthe Category A Property in any way, whether directly or indirectly.

Duties and Conflicts. (a) The Manager and appointed members of Members, including the Executive Committee Managing Member, shall devote such time to the business of the Company, the GP, the OP Company and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement or as otherwise approved by the Executive Committeeall Members, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related PersonsAffiliates, has or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, and that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related PersonsAffiliates, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, each Each of the Members may engage in or possess an interest in any other business ventures or venture of any nature and descriptionkind, independently or with others, including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and each of the Members may engage in any such activities, whether or not competitive with the Company or any Subsidiary, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other Member. Neither the Company, the Subsidiaries nor the other Member shall have any right, by virtue of this Agreement or any Subsidiary Operating Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any Subsidiary, shall not be deemed wrongful or improper. (c) Each . For the avoidance of the CLI Member doubt, no provision contained herein is intended to modify any term or condition of that certain Origination Agreement, dated August 2, 2004, by and the among GKK, GKK Capital LP and ▇▇ ▇▇▇▇/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in ▇ Operating Partnership, L.P., as the same manner which it presents available lease space for properties which it or its respective Affiliates own, or for which the CLI Member, the ▇▇▇▇/SLG Member or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) may be amended from time to existing and prospective tenants. In addition, each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to leasing one available space versus another in a manner that is not fair and equitable across all available space in the Properties and the Similar CLI/▇▇▇▇ Properties, without first offering to provide to the Company the same incentives and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached by such tenanttime.

Duties and Conflicts. (a) The Manager Members and appointed members of the Executive Committee their respective officers, employees, and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement hereunder or as otherwise approved agreed to in writing by the Executive CommitteeMembers, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that recognizes, acknowledges and agrees as follows: (i) each of the other Member Members and its members, partners, shareholders, officers, directorstheir respective Affiliates, employees, agents, and representatives and Related Persons, has have or may have in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, and that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, ; (ii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage engage, invest in or and/or possess an interest in other business ventures of any nature and descriptionin, independently independently, with one another, or with others, any business activity of any type or description, including without limitation, those that might be the same as or similar to the business of the Company and that might be in direct or indirect competition with the Company, and including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and ; (iii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other Member. Neither Members; (iv) neither the Company, the Subsidiaries Company nor the other any Member shall have any right, by virtue of this Agreement Agreement, in or to such ventures or activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper; and (v) the obligations and duties of the Members to each other and to the Company shall be limited solely to those arising under the Transaction Documents, and neither the Members nor their respective Affiliates shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Members, even if the opportunity is of the character that, if presented to the Company or the Members, could be taken by any of them. (c) Each of Until such time as the CLI Company has been dissolved in accordance with Section 11.1, the MP Member Group and the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates ownshall not own or manage or participate in the ownership or management of any competing multifamily apartment project of the same general class and with similar rent parameters as the Property within a three-mile radius of the Property that may compete with or be detrimental to the Property, unless such ownership or management has been Approved by BH in its sole discretion. Such Approval rights shall (i) cease to be applicable at such time as either (A) the Company no longer has any ownership interest in the Property, or for which (B) neither BH nor any Affiliate has any interest in the CLI MemberCompany; and (ii) not apply to the existing projects of the MP Member Group and its Affiliates owned or managed on the date of this Agreement (d) Notwithstanding the preceding provisions of this Section 7.4, no member of the ▇▇▇▇/SLG MP Member Group or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each shall initiate the solicitation of tenants in any building that comprises any part of the CLI Property to move to other buildings owned or managed by any member of the MP Member Group or their Affiliates outside of the Company without the prior written consent of BH. As used herein the term “initiate the solicitation of” shall mean the initiation of contact directly between the MP Member Group or its Affiliates and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect a tenant regarding a move by such tenant to leasing one available space versus another in a manner that property which is not fair and equitable across all the Property; provided, however, that such term shall in no event apply to (i) responses to requests for proposals submitted by tenants or their brokers, agents or representatives or (ii) new or additional requirements of such tenants or (iii) general advertising. Furthermore, no member of the MP Member Group nor their Affiliates shall actively discourage prospective tenants from leasing available space in a building that comprises all or part of the Properties Property and shall not discriminate against a building that comprises any part of the Similar CLI/▇▇▇▇ Properties, without first offering to provide to Property in favor of other properties owned outside the Company the same incentives in its presentations and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate communications with such an existing tenant concerning other than Class B Properties if approached by such tenantpotential tenants.

Duties and Conflicts. (a) The Manager Members and their respective officers, employees, appointed members of the Executive Committee and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement hereunder or as otherwise approved agreed to in writing by both the Executive CommitteeCommittee and all disinterested Members, no Member nor any and no member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that each of the other Member Members and its members, managers partners, shareholders, officers, directors, employees, agents, representatives representatives, appointed members of the Executive Committee and Related PersonsAffiliates, has have or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, Company and that each of the other Member Members and its members, managers, partners, shareholders, officers, officers and directors, employees, agents, representatives representatives, appointed members of the Executive Committee and Related PersonsAffiliates, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, each Each of the Members may engage in or possess an interest in any other business ventures or venture of any nature and descriptionkind, independently or with others, including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and each of the Members may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other MemberMembers. Neither the Company, the Subsidiaries Company nor the other Member Members shall have any right, by virtue of this Agreement Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper. (c) Each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates own, or for which the CLI Member, the ▇▇▇▇/SLG Member or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to leasing one available space versus another in a manner that is not fair and equitable across all available space in the Properties and the Similar CLI/▇▇▇▇ Properties, without first offering to provide to the Company the same incentives and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached by such tenant.

Duties and Conflicts. (a) The Manager Members and appointed members of the Executive Committee their respective officers, employees, and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement hereunder or as otherwise approved agreed to in writing by the Executive CommitteeMembers, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that recognizes, acknowledges and agrees as follows: (i) each of the other Member Members and its members, partners, shareholders, officers, directorstheir respective Affiliates, employees, agents, and representatives and Related Persons, has have or may have in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the CompanyCompany and the SPVs, and that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, ; (ii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage engage, invest in or and/or possess an interest in other business ventures of any nature and descriptionin, independently independently, with one another, or with others, any business activity of any type or description, including without limitation, those that might be the same as or similar to the business of the Company and the SPVs and that might be in direct or indirect competition with the Company and the SPVs, and including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and ; (iii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage in any such activities, whether or not competitive with the Company or any Subsidiaryand the SPVs, without any obligation to offer any interest in such activities to the Company or any Subsidiary Company, the SPVs or to the other Member. Neither Members; (iv) neither the Company, the Subsidiaries SPVs nor the other any Member shall have any right, by virtue of this Agreement Agreement, in or to such ventures or activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any Subsidiaryand the SPVs, shall not be deemed wrongful or improper; and (v) the obligations and duties of the Members to each other and to the Company shall be limited solely to those arising under the Transaction Documents, and neither the Members nor their respective Affiliates shall be obligated to present any investment opportunity or prospective economic advantage to the Company, the SPVs or the Members, even if the opportunity is of the character that, if presented to the Company or the Members, could be taken by any of them. (c) Each of Until such time as the CLI Company has been dissolved in accordance with Section 11.1, the AW Member Group and the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates own(but excluding for the avoidance of doubt any individual members of AW Investor other than an AW Person) shall not own or manage or participate in the ownership or management of any medical office building project within a three (3) mile radius of any Project that may compete with or be detrimental to any Project, or for unless BH has been first offered by the AW Member Group the opportunity to co-invest in such opportunity. Such co-investment rights shall (i) cease to be applicable to any Project in which the CLI MemberCompany ceases to have an ownership interest, and (ii) not apply to the ▇▇▇▇/SLG existing projects of the AW Member Group and its Affiliates owned or managed on the date of this Agreement or to the St. Mary’s medical office building. (d) Notwithstanding the preceding provisions of this Section 7.4, no member of the AW Member Group or their respective Affiliates provide management shall initiate the solicitation of tenants in any building that comprises any part of a Project to move to other buildings owned or leasing services managed by any member of the AW Member Group or their Affiliates outside of the Company without the prior written consent of BH. As used herein the term “initiate the solicitation of” shall mean the initiation of contact directly between the AW Member Group or its Affiliates and a tenant regarding a move by such tenant to a property which is not a Project; provided, however, that such term shall in no event apply to (“Similar CLI/▇▇▇▇ Properties”i) responses to existing and prospective requests for proposals submitted by tenants or their brokers, agents or representatives or (ii) new or additional requirements of such tenants. In additionFurthermore, each no member of the CLI AW Member and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or Group nor their Affiliates shall actively discourage prospective tenants from leasing agents with any additional incentives or preferences with respect to leasing one available space versus another in a manner that is not fair and equitable across all available space in a building that comprises all or part of a Project and shall not discriminate against a building that comprises any part of a Project in favor of other properties owned outside the Properties Company and the Similar CLI/▇▇▇▇ Properties, without first offering to provide to the Company the same incentives SPVs in its presentations and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate communications with such an existing tenant concerning other than Class B Properties if approached by such tenantpotential tenants.

Duties and Conflicts. (a) The Manager Members and appointed members of the Executive Committee their respective officers, employees, and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement hereunder or as otherwise approved agreed to in writing by the Executive CommitteeManaging Member and all disinterested Members, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that recognizes, acknowledges and agrees as follows: (i) each of the other Member Members and its members, partners, shareholders, officers, directorstheir respective Affiliates, employees, agents, and representatives and Related Persons, has have or may have in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, and that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, ; (ii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage engage, invest in or and/or possess an interest in other business ventures of any nature and descriptionin, independently independently, with one another, or with others, any business activity of any type or description, including without limitation, those that might be the same as or similar to the business of the Company and that might be in direct or indirect competition with the Company, and including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and ; (iii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other Member. Neither Members; (iv) neither the Company, the Subsidiaries Company nor the other any Member shall have any right, by virtue of this Agreement Agreement, in or to such ventures or activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper.; and (cv) Each the obligations and duties of the CLI Member Members to each other and to the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair Company shall be limited solely to those arising under the Transaction Documents, and equitable manner all available lease space in neither the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates own, or for which the CLI Member, the ▇▇▇▇/SLG Member or Members nor their respective Affiliates provide management shall be obligated to present any investment opportunity or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to leasing one available space versus another in a manner that is not fair and equitable across all available space in the Properties and the Similar CLI/▇▇▇▇ Properties, without first offering to provide economic advantage to the Company or the same incentives and preferences for Members, even if the Class B Properties. Each opportunity is of the CLI Member and character that, if presented to the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from Company or the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached Members, could be taken by such tenantany of them.

Duties and Conflicts. (a) The Manager Members and appointed members of the Executive Committee their respective officers, employees, and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement hereunder or as otherwise approved agreed to in writing by the Executive CommitteeMembers, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that recognizes, acknowledges and agrees as follows: (i) each of the other Member Members and its members, partners, shareholders, officers, directorstheir respective Affiliates, employees, agents, and representatives and Related Persons, has have or may have in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, and that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, ; (ii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage engage, invest in or and/or possess an interest in other business ventures of any nature and descriptionin, independently independently, with one another, or with others, any business activity of any type or description, including without limitation, those that might be the same as or similar to the business of the Company and that might be in direct or indirect competition with the Company, and including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and ; (iii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other Member. Neither Members; (iv) neither the Company, the Subsidiaries Company nor the other any Member shall have any right, by virtue of this Agreement Agreement, in or to such ventures or activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper; and (v) the obligations and duties of the Members to each other and to the Company shall be limited solely to those arising under the Transaction Documents, and neither the Members nor their respective Affiliates shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Members, even if the opportunity is of the character that, if presented to the Company or the Members, could be taken by any of them. (c) Each of Until such time as the CLI Company has been dissolved in accordance with Section 11.1, the HP Member Group and the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates ownshall not own or manage or participate in the ownership or management of any competing multifamily apartment project of the same general class and with similar rent parameters as the Property within a three-mile radius of the Property that may compete with or be detrimental to the Property, unless such ownership or management has been Approved by BH in its sole discretion. Such Approval rights shall (i) cease to be applicable at such time as either (A) the Company no longer has any ownership interest in the Property, or for which (B) neither BH nor any Affiliate has any interest in the CLI MemberCompany; and (ii) not apply to the existing projects of the HP Member Group and its Affiliates owned or managed on the date of this Agreement (d) Notwithstanding the preceding provisions of this Section 7.4, no member of the ▇▇▇▇/SLG HP Member Group or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each shall initiate the solicitation of tenants in any building that comprises any part of the CLI Property to move to other buildings owned or managed by any member of the HP Member Group or their Affiliates outside of the Company without the prior written consent of BH. As used herein the term “initiate the solicitation of” shall mean the initiation of contact directly between the HP Member Group or its Affiliates and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect a tenant regarding a move by such tenant to leasing one available space versus another in a manner that property which is not fair and equitable across all the Property; provided, however, that such term shall in no event apply to (i) responses to requests for proposals submitted by tenants or their brokers, agents or representatives or (ii) new or additional requirements of such tenants or (iii) general advertising. Furthermore, no member of the HP Member Group nor their Affiliates shall actively discourage prospective tenants from leasing available space in a building that comprises all or part of the Properties Property and shall not discriminate against a building that comprises any part of the Similar CLI/▇▇▇▇ Properties, without first offering to provide to Property in favor of other properties owned outside the Company the same incentives in its presentations and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate communications with such an existing tenant concerning other than Class B Properties if approached by such tenantpotential tenants.

Duties and Conflicts. (a) The Manager Members and appointed members of the Executive Committee their respective officers, employees, and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement hereunder or as otherwise approved agreed to in writing by the Executive CommitteeMembers, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that recognizes, acknowledges and agrees as follows: (i) each of the other Member Members and its members, partners, shareholders, officers, directorstheir respective Affiliates, employees, agents, and representatives and Related Persons, has have or may have in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, and that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, ; (ii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage engage, invest in or and/or possess an interest in other business ventures of any nature and descriptionin, independently independently, with one another, or with others, any business activity of any type or description, including without limitation, those that might be the same as or similar to the business of the Company and that might be in direct or indirect competition with the Company, and including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and ; (iii) each of the Members and their respective Affiliates, employees, agents, and representatives may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other Member. Neither Members; (iv) neither the Company, the Subsidiaries Company nor the other any Member shall have any right, by virtue of this Agreement Agreement, in or to such ventures or activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper; and (v) the obligations and duties of the Members to each other and to the Company shall be limited solely to those arising under the Transaction Documents, and neither the Members nor their respective Affiliates shall be obligated to present any investment opportunity or prospective economic advantage to the Company or the Members, even if the opportunity is of the character that, if presented to the Company or the Members, could be taken by any of them. (c) Each Notwithstanding the provisions of Section 7.4(b), until such time as the CLI Company has been dissolved in accordance with Section 11.1, the CH Member Group and the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates ownshall not own or manage or participate in the ownership or management of any competing multifamily apartment project of the same general class and with similar rent parameters as the Property within a three mile radius of the Property that may compete with or be detrimental to the Property, unless such ownership or management has been Approved by BH in its sole discretion. Such Approval rights shall (i) cease to be applicable at such time as either (A) the Company no longer has any ownership interest in the Property, or for which (B) neither BH nor any Affiliate has any interest in the CLI MemberCompany; and (ii) not apply to the existing projects of the CH Member Group and its Affiliates owned or managed on the date of this Agreement (d) Notwithstanding the preceding provisions of this Section 7.4, no member of the ▇▇▇▇/SLG CH Member Group or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each shall initiate the solicitation of tenants in any building that comprises any part of the CLI Property to move to other buildings owned or managed by any member of the CH Member Group or their Affiliates outside of the Company without the prior written consent of BH. As used herein the term “initiate the solicitation of” shall mean the initiation of contact directly between the CH Member Group or its Affiliates and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect a tenant regarding a move by such tenant to leasing one available space versus another in a manner that property which is not fair and equitable across all the Property; provided, however, that such term shall in no event apply to (i) responses to requests for proposals submitted by tenants or their brokers, agents or representatives or (ii) new or additional requirements of such tenants or (iii) general advertising. Furthermore, no member of the CH Member Group nor their Affiliates shall actively discourage prospective tenants from leasing available space in a building that comprises all or part of the Properties Property and shall not discriminate against a building that comprises any part of the Similar CLI/▇▇▇▇ Properties, without first offering to provide to Property in favor of other properties owned outside the Company the same incentives in its presentations and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate communications with such an existing tenant concerning other than Class B Properties if approached by such tenantpotential tenants.

Duties and Conflicts. (a) The Manager Members and appointed members of their respective officers, employees, the Executive Committee Managing Member and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement hereunder or as otherwise approved agreed to in writing by the Executive CommitteeManaging Member and all disinterested Members, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that each of the other Member Members and its members, managers partners, shareholders, officers, directors, employees, agents, representatives representatives, the Managing Member and Related PersonsAffiliates, has have or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, Company and that each of the other Member Members and its members, managers, partners, shareholders, officers, officers and directors, employees, agents, representatives representatives, the Managing Member and Related PersonsAffiliates, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons Except as set forth in the Management Agreementbelow, each of the Members may engage in or possess an interest in any other business ventures or venture of any nature and descriptionkind, independently or with others, including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and each of the Members may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other MemberMembers. Neither the Company, the Subsidiaries Company nor the other Member Members shall have any right, by virtue of this Agreement Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper. (c) Each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates own, or for which the CLI Member, the ▇▇▇▇/SLG Member or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to leasing one available space versus another in a manner that is not fair and equitable across all available space in the Properties and the Similar CLI/▇▇▇▇ Properties, without first offering to provide to the Company the same incentives and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached by such tenant.

Duties and Conflicts. (a) The Manager Members and their respective officers, employees, appointed members of the Executive Committee and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement hereunder or as otherwise approved agreed to in writing by the Executive CommitteeCommittee and all disinterested Members, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that each of the other Member Members and its members, managers, partners, shareholders, officers, directors, employees, agents, representatives representatives, appointed members of the Executive Committee and Related PersonsAffiliates, has have or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, Company and that each of the other Member Members and its members, managers, partners, shareholders, officers, officers and directors, employees, agents, representatives representatives, appointed members of the Executive Committee and Related PersonsAffiliates, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth in the Management Agreement, each Each of the Members may engage in or possess an interest in any other business ventures or venture of any nature and descriptionkind, independently or with others, including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and mortgage loans on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and each of the Members may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other MemberMembers. Neither the Company, the Subsidiaries Company nor the other Member Members shall have any right, by virtue of this Agreement Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper. (c) Each of the CLI Member The Members acknowledge and the ▇▇▇▇/SLG Member hereby agrees agree that it will present in a fair and equitable manner all available lease space Sponsor and/or its Affiliates own other projects in the Properties Burbank, California area (each, individually, an “Unrelated Project”). In the event any potential tenant is considering leasing space at both (1) either the Pinnacle 1 Property and/or the Pinnacle 2 Property and (2) an Unrelated Project (including, for the avoidance of doubt, in the same manner which it presents available lease space event of a vacancy described in the immediately succeeding sentence), Sponsor agrees that, at Administrative Member’s election, notwithstanding anything to the contrary set forth in the Sub Management/Leasing Agreement, Leasing/Construction Manager shall not broker or otherwise act as the leasing agent for properties which it or its respective Affiliates own, or for which the CLI Member, the ▇▇▇▇/SLG Member or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences Company with respect to any leasing one available space versus another activity in respect of such tenant, provided, however, that all amounts that would be due and payable to Leasing/Construction Manager under the Sub Management/Leasing Agreement if such tenant should execute a manner that is not fair and equitable across all available space lease shall be payable to Leasing/Construction Manager (i.e. as if Leasing/Construction Manager had acted as the leasing broker). Further, without limiting the foregoing, in the Properties and event the Similar CLI/▇▇▇▇ Propertiestenants known as Clear Channel (AM/FM), Warner Music Group. and/or Warner Brothers Entertainment vacate their respective premises, or, in the event the leases pursuant to which space is demised to such tenants expire, or are sooner terminated, in each case, pursuant to their respective terms, then Administrative Member shall have the right to engage a third party broker on behalf of the Company for the purpose of leasing all such space without first offering to provide the consent of the Sponsor (or of any representative of Sponsor appointed to the Company Executive Committee), notwithstanding the same incentives and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached by such tenant.terms of

Duties and Conflicts. (a) The Manager and appointed members of the Executive Committee Managing Member shall devote such time to the business of the Company, the GP, the OP and the Class B Subsidiaries Company as they deem it deems to be necessary or desirable in connection with their respective its duties and responsibilities hereunder. Except as otherwise expressly provided in this Agreement or as otherwise approved by the Executive CommitteeManaging Member, no Member nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members recognizes that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, has or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, and that the other Member and its members, partners, shareholders, officers, directors, employees, agents, representatives and Related Persons, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part of the CLI Member and its Related Persons set forth Nothing contained in the Management Agreement, each this Agreement shall preclude any of the Members may engage from engaging in or possess possessing an interest in other business ventures of any nature and description, independently or with others, including, but not limited to, the ownership, financing, acquiring, leasing, promoting, improving, operation, management, syndication, brokerage and/or development of real property other than the Propertiesproperty, including, but not limited to, property in the area which the Property is locatedState of New Jersey, on its own behalf or on behalf of other entities with which any of the Members is affiliated or otherwise, and each nothing contained in this Agreement shall preclude any of the Members may engage from engaging in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other Member. Neither the Company, the Subsidiaries Company nor the other Member shall have any right, by virtue of this Agreement in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper. (c) Each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates own, or for which the CLI Member, the ▇▇▇▇/SLG Member or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to leasing one available space versus another in a manner that is not fair and equitable across all available space in the Properties and the Similar CLI/▇▇▇▇ Properties, without first offering to provide to the Company the same incentives and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached by such tenant.

Duties and Conflicts. (a) The Manager Partners and their respective officers, employees, appointed members of the Executive Committee and Affiliates shall devote such time to the Company business of the Company, the GP, the OP and the Class B Subsidiaries as they deem to be necessary or desirable in connection with their respective duties and responsibilities hereunder. Except as otherwise expressly provided agreed to in this Agreement or as otherwise approved writing by the Executive CommitteeCommittee and all disinterested Partners, no Member Partner nor any member, partner, shareholder, officer, director, employee, agent or representative of any Member Partner shall receive any salary or other remuneration for its services rendered pursuant to this Agreement with respect to the Class B PropertiesAgreement. (b) Each of the Members Partners recognizes that each of the other Member Partners and its members, partners, shareholders, officers, directors, employees, agents, representatives representatives, appointed members of the Executive Committee and Related PersonsAffiliates, has have or may in the future have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Company, Company and that each of the other Member Partners and its members, partners, shareholders, officers, officers and directors, employees, agents, representatives representatives, appointed members of the Executive Committee and Related PersonsAffiliates, are entitled to carry on such other business interests, activities and investments. Subject to the restrictions on certain leasing conduct on the part Each of the CLI Member and its Related Persons set forth in the Management Agreement, each of the Members Partners may engage in or possess an interest in any other business ventures or venture of any nature and descriptionkind, independently or with others, including, but not limited towithout limitation, the ownershipowning, financing, acquiring, leasing, promoting, developing, improving, operationoperating, management, syndication, brokerage and/or development of managing and servicing real property other than the Properties, including, but not limited to, property in the area which the Property is located, and mortgage loans on its own behalf or on behalf of other entities with which any of the Members Partners is affiliated or otherwise, and each of the Members Partners may engage in any such activities, whether or not competitive with the Company or any SubsidiaryCompany, NY 77646119v1 without any obligation to offer any interest in such activities to the Company or any Subsidiary or to the other MemberPartners. Neither the Company, the Subsidiaries Company nor the other Member Partners shall have any right, by virtue of this Agreement Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or any SubsidiaryCompany, shall not be deemed wrongful or improper. (c) Each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will present in a fair and equitable manner all available lease space in the Properties in the same manner which it presents available lease space for properties which it or its respective Affiliates own, or for which the CLI Member, the ▇▇▇▇/SLG Member or their respective Affiliates provide management or leasing services (“Similar CLI/▇▇▇▇ Properties”) to existing and prospective tenants. In addition, each of the CLI Member and the ▇▇▇▇/SLG Member hereby agrees that it will not provide internal or third party brokers or leasing agents with any additional incentives or preferences with respect to leasing one available space versus another in a manner that is not fair and equitable across all available space in the Properties and the Similar CLI/▇▇▇▇ Properties, without first offering to provide to the Company the same incentives and preferences for the Class B Properties. Each of the CLI Member and the Gal/SLG Member agree that they shall not approach and attempt to move existing tenants away from the Class B Properties but may negotiate with such an existing tenant concerning other than Class B Properties if approached by such tenant.