Common use of Leasing Clause in Contracts

Leasing. (a) The Aircraft Lease Agreement will generally provide a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Week as soon as possible, but no later than thirty (30) days prior to the anticipated Delivery Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, possession of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4.

Leasing. The Servicer (aand all other parties whose approval is required) must approve the Borrower’s standard form of residential lease or rental agreement prior to its use by the Borrower. The Borrower may not materially modify the approved standard form of residential lease without the Servicer’s prior written consent in each instance (which consent shall not be unreasonably withheld), together with the approval of all other parties whose consent is required. Each lease, other than leases on the Borrower’s standard form of residential lease, of any part of the Project is subject to the Servicer’s written approval as to form and substance prior to execution and delivery. Despite the foregoing, the Borrower may enter into residential leases (and amendments) in the ordinary course of business with bona fide third party tenants without the Servicer’s prior written consent if the Borrower uses the approved standard form of residential lease and: (i) Within fifteen (15) days after the Servicer’s written request therefor, the Servicer receives a copy of the executed lease (accompanied by all financial information and certificates obtained by the Borrower pertaining to the tenant); (ii) The Aircraft Lease Agreement will generally provide Borrower, acting in good faith and exercising due diligence, has determined that the tenant qualifies as a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date has been agreed in low-income family for purposes of meeting the Aircraft Lease Agreement, Lessor shall notify Lessee requirements for obtaining Tax Credits; (iii) The lease meets the standards required by Section 42 of the Scheduled Delivery Week Code; (iv) The lease meets the requirements of the Servicer, the Issuer, and the Investor Limited Partner; (v) The lease reflects an arm’s-length transaction and, so long as soon as possiblethe Construction Disbursement Agreement is in effect, but no later than thirty (30) days prior conforms to the anticipated Delivery Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee projections of the Scheduled Delivery Date as soon as practicable but no later Pro Forma Schedule attached thereto; (vi) The lease does not affect more than one (1) week prior to residential unit within the Scheduled Delivery WeekImprovements and is for a minimum term of six (6) months and a maximum term of twelve (12) months, and Lessor shall notify Lessee of any change unless otherwise agreed in writing by the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement No.Servicer; and (bvii) If (iSo long as the Construction Disbursement Agreement is in effect, the lease, together with all leases previously executed, does not cause the Loan to become “out of balance” as that term is defined in Section 1.2(a) Lessee is unwilling or unable to accept delivery of the Aircraft on Construction Disbursement Agreement The Borrower acknowledges that the date on which Lessor tenders Loan may become “out of balance” if the Aircraft for Delivery to Lessee landlord’s aggregate economic obligations under and in accordance with Section 4.3(a)the leases exceed, or Lessee the Net Operating Income from the Project fails to fulfill any Lessor Condition Precedent on meet, the Borrower’s projections for such obligations, thereby increasing the cost or before such date, and (ii) decreasing the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, possession value of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4Project.

Leasing. (a) The Aircraft Lease Without limiting the foregoing, but subject to the provisions of this Section 7.2, from the Agreement will generally provide a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date has been agreed through the Due Diligence Deadline LGI De shall, in the Aircraft Lease Agreementordinary course, Lessor shall notify Lessee negotiate with prospective tenants and enter into new leases (on terms that LGI De believes, in its commercially reasonable business judgment, to be market terms), enforce the terms of the Scheduled Delivery Week as soon as possibleLeases in all material respects and perform in all material respects all of landlord's obligations under the Leases. LGI De will promptly notify NetREIT of any new leases entered into by, but no later than thirty or proposals to enter into new leases made by, LGI De at least two (302) days Business Days prior to the anticipated Delivery Due Diligence Deadline and provide NetREIT with a summary of the terms of each such new lease or proposal. After the Due Diligence Deadline, and at least three (3) Business Days prior to becoming legally bound with respect to any new lease or other agreement or modification of the existing Leases or other agreement, LGI De shall consult with and seek the consent of NetREIT, and shall provide reasonable detail to NetREIT including, at NetREIT's request, copies of the relevant documentation, with respect thereto. Any consent to be given by NetREIT pursuant to this Section 7.2 shall be granted or withheld in NetREIT's sole and absolute discretion, and shall be deemed denied if NetREIT does not respond in writing to LGI De's request for said consent within five (5) Business Days after receipt thereof. Prior to the Closing Date, LGI De shall have the right, but not the obligation (except to the extent that LGI De's failure to act shall constitute a waiver of such rights or remedies), to enforce the rights and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee remedies of the Scheduled Delivery Date as soon as practicable landlord under the Leases, by summary proceedings or otherwise, but no later than one (1) week after the expiration of the Due Diligence Deadline, LGI De shall not apply all or any portion of any security deposit then held by LGI De toward any loss or damage incurred by LGI De by reason of any defaults by any tenants under the Leases. With respect to any application by LGI De, prior to the Scheduled Delivery Weekexpiration of the Due Diligence Deadline, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4tenant security deposit held by LGI De, Lessor LGI De will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee in connection with any such application, written notice to the applicable tenant(s) under the Leases indicating that its security deposit has been or is being so applied. LGI De shall have no lease interest in provide NetREIT with written notice within three (3) Business Days after any action taken by LGI De pursuant to the Aircraft or other right to, possession of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4foregoing provisions.

Leasing. The Manager shall operate and lease the Managed Containers as part of its Container Fleet and shall perform all managerial and administrative functions and provide or arrange for the provision of all services and documentation of any nature which it considers necessary or desirable for such operation and leasing. The Manager shall, in compliance with the Servicing Standard, take all actions the Manager deems appropriate to ensure compliance by the Lessees with the terms of any Lease Agreement, including the exercise of the rights of the lessor thereunder. 3.3.1 With respect to the Managed Containers, the Manager shall use reasonable efforts to include in the terms of lease agreements with lessees a provision requiring lessees to comply with Applicable Law affecting the Managed Containers and their use, operation and storage while the Managed Containers are on-hire and the Manager shall use reasonable efforts to include in the terms of depot agreements with third-party storage and repair depots a provision requiring the depots to comply with Applicable Law affecting the Managed Containers while the Managed Containers are off-hire and stored in the depot. 3.3.2 The Manager will monitor and record the status of the Managed Containers in the same manner as for containers held for its own account, i.e. for each Managed Container it will record the on-hire location, the date of on-hire and the lessee to whom the Managed Container is on-hire, the off-hire date of the Managed Container and the off-hire location, and the depot where the Managed Container is located while off-hire. 3.3.3 The Manager shall follow the Credit and Collection Policy with respect to the leasing of the Managed Containers and, subject to the terms of such Credit and Collection Policy, the Manager may, in its sole discretion (a) The Aircraft Lease Agreement will generally provide determine and approve the creditworthiness of any lessee (though the Manager makes no representation or warranty to the Owner as to the solvency or financial stability of any lessee), (b) determine that any amount due from any lessee is not collectible, (c) institute and prosecute legal proceedings against a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week lessee as permitted by Applicable Law, (d) terminate or a specific Scheduled Delivery Date has been agreed in the Aircraft cancel any Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Week as soon as possible, but no later than thirty (30e) days prior to the anticipated Delivery Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, recover possession of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in the Lease and Lessee accepts delivery name of the Aircraft as evidenced by Manager or, if appropriate, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its execution duties under this Agreement, the Manager shall use reasonable efforts to comply with the Concentration Limits when entering into new Lease Agreements and, in any event, shall not, without the prior written consent of Lease Supplement No. 1the Requisite Global Majority, lease all, or substantially all, of the Managed Containers to an Affiliate of the Manager or to a single lessee. 3.3.5 The Manager hereby acknowledges that the Manager and its Affiliates are holding the leases relating to the Managed Containers (but only to the extent that such leases relate to the Managed Containers), on behalf of, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4for the benefit of, the Indenture Trustee.

Leasing. The Manager shall operate and lease the Managed Containers as part of its Container Fleet and shall perform all managerial and administrative functions and provide or arrange for the provision of all services and documentation of any nature which it considers necessary or desirable for such operation and leasing. The Manager shall, in compliance with the Servicing Standard, take all actions the Manager deems appropriate to ensure compliance by the Lessees with the terms of any Lease Agreement, including the exercise of the rights of the lessor thereunder. 3.3.1 With respect to the Managed Containers, the Manager shall use reasonable efforts to include in the terms of lease agreements with lessees a provision requiring lessees to comply with Applicable Law affecting the Managed Containers and their use, operation and storage while the Managed Containers are on-hire and the Manager shall use reasonable efforts to include in the terms of depot agreements with third-party storage and repair depots a provision requiring the depots to comply with Applicable Law affecting the Managed Containers while the Managed Containers are off-hire and stored in the depot. 3.3.2 The Manager will monitor and record the status of the Managed Containers in the same manner as for containers held for its own account, i.e., for each Managed Container it will record the on-hire location, the date of on-hire and the lessee to whom the Managed Container is on-hire, the off-hire date of the Managed Container and the off-hire location, and the depot where the Managed Container is located while off-hire. 3.3.3 The Manager shall follow the Credit and Collection Policy with respect to the leasing of the Managed Containers and, subject to the terms of such Credit and Collection Policy, the Manager may, in its sole discretion (a) The Aircraft Lease Agreement will generally provide determine and approve the creditworthiness of any lessee (though the Manager makes no representation or warranty to the Owner as to the solvency or financial stability of any lessee), (b) determine that any amount due from any lessee is not collectible, (c) institute and prosecute legal proceedings against a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week lessee as permitted by Applicable Law, (d) terminate or a specific Scheduled Delivery Date has been agreed in the Aircraft cancel any Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Week as soon as possible, but no later than thirty (30e) days prior to the anticipated Delivery Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, recover possession of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in the Lease and Lessee accepts delivery name of the Aircraft as evidenced by Manager or, if appropriate, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its execution duties under this Agreement, the Manager shall use reasonable efforts to comply with the Concentration Limits when entering into new Lease Agreements and, in any event, shall not, without the prior written consent of Lease Supplement No. 1the Requisite Global Majority, lease all, or substantially all, of the Managed Containers to an Affiliate of the Manager or to a single lessee. 3.3.5 The Manager hereby acknowledges that the Manager and its Affiliates are holding the leases relating to the Managed Containers (but only to the extent that such leases relate to the Managed Containers), on behalf of, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4for the benefit of, the Indenture Trustee.

Leasing. (a) The Aircraft Lease Agreement will generally provide a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Week as soon as possible, but no later than at least thirty (30) days prior to the anticipated Scheduled Delivery DateMonth, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable possible, but no later than at least one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfill fulfil any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would could reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft it is tendered by Lessor for Delivery in accordance with subsection subclause (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, to possession of the Aircraft Aircraft, unless and until Lessee fulfills fulfils all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH . (Ic) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION Lessee will be responsible for all risks associated with any loss of or damage to the Aircraft from the Rent Commencement Date until possession of the Aircraft is returned -3- to Lessor on the Return Occasion and Lessor executes and delivers to Lessee the acknowledgement contemplated by Section 12.4.

Leasing. ZAZA shall, in good faith, use its best efforts to (a) The Aircraft Lease Agreement will generally provide a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date has been agreed obtain oil and gas leases within the Hackberry Creek Project Areas identified and mutually approved by the Parties on leasing terms acceptable to HESS and substantially comparable to the current competitor leasing terms found in the Aircraft Lease AgreementHackberry Creek Project Area. HESS shall advise ZAZA of maximum approved royalty and bonus terms in excess of such competitor leasing terms that it is willing to offer for leases in the Hackberry Creek Project Area and ZAZA shall not offer in excess of such maximum approved royalty and bonus. HESS and ZAZA shall periodically meet (at least once every month) to review leasing efforts and to discuss, Lessor identify and solicit approval for the joint acquisition in the Hackberry Creek Project Area and to discuss other matters pertinent to lease acquisition. If HESS and ZAZA agree in writing on the acquisition of certain Leases (to be identified by either land descriptions, a plat with an area outlined, or by landowner), then such Leases shall notify Lessee be jointly acquired by ZAZA on behalf of the Scheduled Delivery Week as soon as possibleParties. HESS is under no obligation to accept any oil and gas lease acquired by ZAZA which does not conform to the above procedures. Subject to the foregoing provisions of this Section 3.2, but no later than in the event the Parties cannot agree on the joint acquisition of certain additional leases, or if either HESS or ZAZA separately acquire additional leases within the Hackberry Creek Project Area without such periodic meeting and subsequent agreement, then such leases shall be subject to the provisions of Section 5.1. ZAZA shall retain consultants and brokers, both full time and part time, reasonably necessary to assist ZAZA and HESS in the ongoing operations and development of the Hackberry Creek Project Area. HESS shall have the right to approve any multi-year consulting terms. The associated fees and expenses of all consultants and brokers related to the ongoing operations of the Exploration and Development Program will be billed to HESS at cost (with supporting documentation) and HESS shall reimburse ZAZA within thirty (30) days prior to the anticipated Delivery Date, of HESS’ receipt of an invoice for such charges from ZAZA. All such consultants and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which brokers shall be evidenced the contractors of ZAZA unless otherwise agreed to in writing by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of HESS and the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under consultants and brokers in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) provisions of this Section 4.1(b)3.2. ZAZA shall assign to HESS, and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1a lease by lease basis, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, possession an undivided 90% of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided working interest acquired in the each Lease and Lessee accepts delivery a proportionate share of the Aircraft as evidenced net revenue interest, reduced by its execution a proportionate 90% share, if applicable, of Lease Supplement Nothe Reserved Interest. 1, and so long as no Default has occurred and The Reserved Interest is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4to be reserved in favor of ZAZA and/or their assigns in all leasehold acquired pursuant to this Agreement.

Leasing. ZAZA shall, in good faith, use its best efforts to (a) The Aircraft Lease Agreement will generally provide a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date has been agreed obtain oil and gas leases within Prospect Areas identified and mutually approved by the Parties and located in the Aircraft Lease AgreementEagle Ford Trend Area shown on Exhibit “A”, Lessor attached hereto and made a part hereof, on leasing terms acceptable to HESS and substantially comparable to the current competitor leasing terms found in the respective Prospect Area. HESS shall notify Lessee advise ZAZA of maximum approved royalty and bonus terms in excess of such competitor leasing terms that it is willing to offer for leases in Prospect Areas and ZAZA shall not offer in excess of such maximum approved royalty and bonus. HESS and ZAZA shall periodically meet (at least once every month) to review leasing efforts and to discuss, identify and solicit approval for the joint acquisition in jointly approved Prospect Areas and to discuss other matters pertinent to lease acquisition. If HESS and ZAZA agree in writing on the acquisition of certain Leases (to be identified by either land descriptions, a plat with an area outlined, or by landowner), then such Leases shall be jointly acquired by ZAZA on behalf of the Scheduled Delivery Week as soon as possibleParties. HESS is under no obligation to accept any oil and gas lease acquired by ZAZA which does not conform to the above procedures. Subject to the foregoing provisions of this Section 3.2, but no later than in the event the Parties cannot agree on the joint acquisition of certain additional leases, or if either HESS or ZAZA separately acquire additional leases within a Prospect Area without such periodic meeting and subsequent agreement, then such leases shall be subject to the provisions of Section 5.1. ZAZA is not entitled to collect a management fee from HESS for services performed under this Agreement. However, ZAZA shall retain consultants and brokers, both full time and part time, reasonably necessary to assist ZAZA and HESS in the ongoing operations and development of the Eagle Ford Trend Area. HESS shall have the right to approve any multi-year consulting terms. The associated fees and expenses of all consultants and brokers related to the ongoing operations of the Exploration and Development Program will be billed to HESS at cost (with supporting documentation) and HESS shall reimburse ZAZA within thirty (30) days prior to the anticipated Delivery Date, of HESS’ receipt of an invoice for such charges from ZAZA. All such consultants and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which brokers shall be evidenced the contractors of ZAZA unless otherwise agreed to in writing by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of HESS and the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under consultants and brokers in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) provisions of this Section 4.1(b)3.2. ZAZA shall use its reasonable efforts to assure that the consultants and brokers will be made available to continue to work under HESS, if HESS so desires, and Lessee the consultants so agree, within the Prospect Area. ZAZA shall be obligated assign to pay Rent for the Aircraft HESS, on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1a lease by lease basis, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, possession an undivided 90% of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided working interest acquired in the each Lease and Lessee accepts delivery a proportionate share of the Aircraft as evidenced net revenue interest, reduced by its execution a proportionate 90% share, if applicable, of Lease Supplement Nothe Reserved Overriding Royalty Interest. 1, and so long as no Default has occurred and The Reserved Overriding Royalty Interest is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4to be reserved in favor of ZAZA and/or their assigns in all leasehold acquired pursuant to this Agreement.

Leasing. Manager may select a licensed real estate broker to offer for Pure Cycle’s account, for rental, all Premises that are available for lease. Manager is authorized to advertise the Premises, to prepare and secure marketing plans, descriptive material and other forms of advertising, and to advertise to brokers who shall be paid from the Operating Account in accordance with a commission or brokerage agreement entered into by Manager prior to the leasing of any such Premises. (a) The Aircraft Lease Agreement will generally provide a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week All inquiries concerning Leases, renewals, expansions, extensions or a specific Scheduled Delivery Date has been agreed continuations of tenancy, for property in the Aircraft Lease AgreementPremises or any part thereof, Lessor shall notify Lessee of the Scheduled Delivery Week as soon as possible, but no later than thirty (30) days prior be referred to the anticipated Delivery Date, Manager. Manager will provide Pure Cycle with annual reports of all property available for leasing and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, subleasing and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement Noprovide Pure Cycle with more frequent updates upon Pure Cycle’s request. (b) Without the prior written consent of Pure Cycle (which shall not be unreasonably withheld if Manager requests such consent be granted), no Lease will be entered into for property in the Premises that does not comply with the Leasing Parameters (defined below). Upon execution by any tenant of any new Lease, Lease modification, Lease renewal, etc., Manager shall forward all documents related thereto to Pure Cycle for approval and execution. Such Leases, if accepted by Pure Cycle (which acceptance shall not be unreasonably withheld if Manager requests such consent be granted), shall be executed and returned to Manager within five (5) business days (excluding national holidays and weekends) of receipt. If (i) Lessee is unwilling or unable to accept delivery such Leases are rejected, Pure Cycle shall reject it and inform Manager of the Aircraft reasons for rejecting it within five (5) business days of receipt. If Pure Cycle does not notify Manager of Pure Cycle’s acceptance of such Leases within said five (5) business day period, they will be deemed rejected. (c) Parameters: The Leasing Parameters, attached hereto as Exhibit B (the “Leasing Parameters”), may, from time to time, be changed and/or amended by Pure Cycle in the exercise of its reasonable business judgment after consultation with the Manager, upon written notice to Manager. Leases within the Leasing Parameters shall be drawn by Manager on the date on lease form which Lessor tenders is typical of similar leases used for similar property in the Aircraft for Delivery to Lessee under area of the Premises and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft approved by Pure Cycle. All other Leases shall be deemed negotiated on a case-by-case basis with the cooperation and involvement of both Pure Cycle and Manager but in all events subject to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) Pure Cycle’s prior approval. The Adverse Decision provisions of Section 2.1 apply to Pure Cycle’s decisions under this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, possession of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4Section.

Leasing. (a) The Aircraft Lease Agreement will generally Use its best efforts to lease and keep leased to desirable tenants all space held for lease at no less than the prevailing rental rates for similar properties in the community in which the property is located and calculated to provide a Scheduled Delivery Monthreasonable return an investment to OWNER, unless otherwise approved in writing by OWNER. Unless MANAGER shall lease the Premises with each lease identifying the OWNER (or the trade name of the Premises) as the titleholder of the Premises and owner of the lease. No lease shall be for a specific Scheduled Delivery Week term of sixty (60) months or longer, including options, if any. In the event that a specific Scheduled Delivery Date has been agreed lease contract contemplated to be entered into by MANAGER in the Aircraft Lease name of OWNER is not within the limitations set forth in this sub- paragraph 3A, such lease contract shall first be subject to the written approval of OWNER, which approval shall not be unreasonably withheld. MANAGER shall advise OWNER personally or by certified mail of any such proposed lease or amendment thereto. If OWNER fails to advise MANAGER within four (4) days after receipt of such notice, it shall be presumed that OWNER granted OWNER'S written approval thereto and, accordingly, MANAGER shall be authorized to execute such lease contract in the name of OWNER without being in violation of MANAGER'S duties hereunder. All leases of the Premises shall remain the property of OWNER and copies shall be promptly provided to OWNER. MANAGER shall have the right, without prior consent, at OWNER'S expense, to repair, alter, modify and improve (as distinguished from expand) the existing structures, in connection with any such lease; prior approval, however, of OWNER to be secured by MANAGER on all such matters involving costs in excess of Twenty Thousand Dollars ($20,000) for any one item. MANAGER may collect from lessees, security deposits as security for the performance under the leases, the amount of such security deposits to be for such sum as is customary in the locality of said real estate. Failure by MANAGER to obtain any security deposit shall not constitute any nature of default by MANAGER hereunder. The security deposits, as collected, shall be paid over each month to the OWNER following the month of collection by MANAGER. Without the specific prior written approval of OWNER, no lease with respect to the Premises shall provide for rents the determination of which depends in whole or in part on the net income or net profits derived by any person from such property and no tenant shall be permitted to sublease any property wherein the determination of rent depends in whole or in part on the net income or net profits derived by any person from such property; provided, however, leases and subleases may, except as otherwise directed by OWNER or as otherwise provided in this Agreement, Lessor shall notify Lessee provide for rental payments based upon a fixed percentage or percentages of the Scheduled Delivery Week as soon as possible, but no later than thirty (30) days prior to the anticipated Delivery Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement Noreceipts or sales. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, possession of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4.

Leasing. The Manager shall operate and lease the Managed Containers as part of its Container Fleet and shall perform all managerial and administrative functions and provide or arrange for the provision of all services and documentation of any nature which it considers necessary or desirable for such operation and leasing. 3.3.1 With respect to the Managed Containers, the Manager shall use reasonable efforts to include in the terms of lease agreements with lessees a provision requiring lessees to comply with Applicable Law affecting the Managed Containers and their use, operation and storage while the Managed Containers are on-hire and the Manager shall use reasonable efforts to include in the terms of depot agreements with third-party storage and repair depots a provision requiring the depots to comply with Applicable Law affecting the Managed Containers while the Managed Containers are off-hire and stored in the depot. 3.3.2 The Manager shall follow the Credit and Collection Policy with respect to the leasing of the Managed Containers and, subject to the terms of such Credit and Collection Policy, the Manager may, in its sole discretion (a) The Aircraft Lease Agreement will generally provide determine and approve the creditworthiness of any lessee (though the Manager makes no representation or warranty to the Owner as to the solvency or financial stability of any lessee), (b) determine that any amount due from any lessee is not collectible, (c) institute and prosecute legal proceedings against a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week lessee as permitted by Applicable Law, (d) terminate or a specific Scheduled Delivery Date has been agreed in the Aircraft cancel any Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Week as soon as possible, but no later than thirty (30e) days prior to the anticipated Delivery Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, recover possession of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in the Lease and Lessee accepts delivery name of the Aircraft as evidenced by Manager or, if appropriate, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.3 In performing its execution duties under this Agreement, the Manager shall use reasonable efforts to comply with the Concentration Limits and, in any event, shall not, without the prior written consent of Lease Supplement No. 1the Requisite Global Majority, lease all, or substantially all, of the Managed Containers to an Affiliate of the Manager or to a single lessee. 3.3.4 The Manager hereby acknowledges that the Manager and its Affiliates are holding the leases relating to the Managed Containers (but only to the extent that such leases relate to the Managed Containers), on behalf of, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4for the benefit of, the Indenture Trustee.

Leasing. 3.3.1 The Manager shall operate and lease the Managed Containers as part of its Container Fleet and shall perform all managerial and administrative functions and provide or arrange for the provision of all services and documentation of any nature which it considers necessary or desirable for such operation and leasing. 3.3.2 In consideration for the payment of the Management Fee, the Manager shall be responsible for the payment of all Direct Operating Expenses associated with the Managed Containers during the Term of this Agreement. 3.3.3 The Manager shall utilize and employ the Managed Containers in accordance with the same standards that the Manager employs with respect to the Container Fleet as a whole. The Manager shall endeavor to ensure that all Managed Containers comply in all material respects with Applicable Law affecting the Managed Containers. 3.3.4 The Manager shall follow such credit policies with respect to the leasing of the Managed Containers as it follows from time to time with respect to the Container Fleet and, subject to such credit policies, the Manager may, in its reasonable discretion but subject to the limitation set forth in Section 3.3.5, (a) The Aircraft Lease Agreement will generally provide determine and approve the creditworthiness of any lessee (though the Manager makes no representation or warranty to the Owner as to the solvency or financial stability of any lessee), (b) determine that any amount due from any lessee is not collectible, (c) institute and prosecute legal proceedings against a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week lessee as permitted by Applicable Law, (d) terminate or a specific Scheduled Delivery Date has been agreed in the Aircraft cancel any Lease Agreement, Lessor shall notify Lessee (e) recover possession of the Scheduled Delivery Week as soon as possibleManaged Containers from any lessee, but no later than thirty (30f) days settle, compromise or release any proceeding or claim against a lessee in the name of the Manager or, if appropriate, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.5 The parties hereto acknowledge that a substantial portion of the Managed Containers is either leased to GE SeaCo pursuant to the Master Lease or subject to the Equipment Management Agreement. The Manager shall not amend, modify or waive any provision of the Master Lease or the Equipment Management Agreement or any other agreement with GE SeaCo in respect of any Managed Containers without the written approval of the Control Party. 3.3.6 On or prior to the anticipated Delivery 2006 Closing Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor Manager shall notify Lessee provide written notice to GE SeaCo of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, existence and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery substance of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with terms of Section 4.3(a)3.3.5 hereof, or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, possession of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4amended.

Leasing. (a) The Aircraft Lease Agreement will generally Use its best efforts to lease and keep leased to desirable tenants all space held for lease at no less than the prevailing rental rates for similar properties in the community in which the property is located and calculated to provide a Scheduled Delivery Monthreasonable return on investment to OWNER, unless otherwise approved in writing by OWNER. Unless MANAGER shall lease the Premises with each lease identifying the OWNER (or the trade name of the Premises) as the titleholder of the Premises and owner of the lease. No lease shall be for a specific Scheduled Delivery Week term of sixty (60) months or longer, including options, if any. In the event that a specific Scheduled Delivery Date has been agreed lease contract contemplated to be entered into by MANAGER in the Aircraft Lease name of OWNER is not within the limitations set forth in this subparagraph 3A, such lease contract shall first be subject to the written approval of OWNER, which approval shall not be unreasonably withheld. MANAGER shall advise OWNER personally or by certified mail of any such proposed lease or amendment thereto. If OWNER fails to advise MANAGER within four (4) days after receipt of such notice, it shall be presumed that OWNER granted OWNER'S written approval thereto and, accordingly, MANAGER shall be authorized to execute such lease contract in the name of OWNER without being in violation of MANAGER'S duties hereunder. All leases of the Premises shall remain the property of OWNER and copies shall be promptly provided to OWNER. MANAGER shall have the right, without prior consent, at OWNER'S expense, to repair, alter, modify and improve (as distinguished from expand) the existing structures, in connection with any such lease; prior approval, however, of OWNER to be secured by MANAGER on all such matters involving costs in excess of Twenty Thousand Dollars ($20,000) for any one item. MANAGER may collect from lessees, security deposits as security for the performance under the leases, the amount of such security deposits to be for such sum as is customary in the locality of said real estate. Failure by MANAGER to obtain any security deposit shall not constitute any nature of default by MANAGER hereunder. The security deposits, as collected, shall be paid over each month to the OWNER following the month of collection by MANAGER. Without the specific prior written approval of OWNER, no lease with respect to the Premises shall provide for rents the determination of which depends in whole or in part on the net income or net profits derived by any person from such property and no tenant shall be permitted to sublease any property wherein the determination of rent depends in whole or in part on the net income or net profits derived by any person from such property; provided, however, leases and subleases may, except as otherwise directed by OWNER or as otherwise provided in this Agreement, Lessor shall notify Lessee provide for rental payments based upon a fixed percentage or percentages of the Scheduled Delivery Week as soon as possible, but no later than thirty (30) days prior to the anticipated Delivery Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement Noreceipts or sales. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, possession of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4.

Leasing. (a) The Aircraft Lease Agreement will generally provide a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week Owner hereby engages Manager, on the terms and conditions hereinafter provided, to act as the exclusive leasing agent for the Property (all space leased or a specific Scheduled Delivery Date has been agreed available for lease in the Aircraft Lease Property is hereinafter referred to as the "Space") during the term of this Agreement, Lessor . Manager represents that Manager is duly qualified to act in such capacity and that Manager has satisfied all Requirements with respect thereto. Manager shall notify Lessee use its best efforts to lease the Space in accordance with the provisions of the Scheduled Delivery Week as soon as possible, but no later than thirty (30) days prior this Agreement. Manager shall not incur any expenses on behalf of Owner in connection with such leasing unless such costs and expenses are approved by Owner pursuant to the anticipated Delivery DateApproved Operating Budget and Capital Budget, and unless by approving a specific Scheduled Delivery Date has been agreed Lease or otherwise in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior writing. Manager does not guarantee that it will be able to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft Space or any portion thereof, although Manager does agree that it will use its best efforts to Lessee and Lessee will take do so in accordance with the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution terms of Lease Supplement Nothis Agreement. (b) If During the term of this Agreement, Manager shall have the exclusive right on behalf of Owner to procure tenants to lease the Space, including the renewal, extension, modification, amendment and restatement of presently existing leases, licenses and occupancy agreements (i) Lessee is unwilling or unable all existing and future leases (including leases of additional space), licenses and other occupancy agreements, and all renewals, extensions, modifications, amendments and restatements thereof (including pursuant to accept delivery extension, expansion, offer, refusal and other options), are hereinafter referred to as "LEASES" and all existing and future tenants, licensees and occupants under Leases are hereinafter referred to as "TENANTS"). Manager shall use its best efforts to have the Space continuously rented to Tenants satisfactory to Owner, at monthly rentals approved by Owner. All proposed Leases and all of the Aircraft terms thereof shall be subject to prior review and approval by Owner, including, without limitation, all Tenant improvements, work letters, abatement programs, rent reductions and rebate programs. All Leases in effect on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on been approved by Owner for all purposes of this Agreement, provided that Owner shall not be deemed to have approved any expansion or extension of any such Leases except as expressly provided therein or to have approved the date on which terms and provisions of any Leases as being applicable or acceptable to any Tenant other than the Aircraft is tendered Tenants thereof. Owner shall refer to Manager all offers and inquiries by Lessor for Delivery prospective Tenants, including those from other real estate brokers, with respect to renting Space received by Owner. If Owner shall enter into a Lease during the term of this Agreement, Manager shall be entitled to a Leasing Commission (as hereinafter defined) in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of 4.4 whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest not Manager was involved in the Aircraft or other right to, possession negotiation of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4such Lease.

Leasing. To the best of Borrower’s knowledge, as of the Eighth Amendment Closing Date, no Closing Date Property is subject to any Lease as of the Closing Date other than (ai) the Leases described in the certified rent roll delivered to Lender on the Closing Date or (ii) on Properties that are used as shopping centers, the ground leases where the non-investment grade shop space is bifurcated pursuant to a ground lease by the applicable Subsidiary Guarantor to an Affiliate of Borrower. The Aircraft Lease Agreement will generally provide applicable Subsidiary Guarantor is the owner and lessor of the landlord’s interest in all Leases. Except for the Permitted Encumbrances, no Person has any possessory interest in any Closing Date Property or right to occupy the same except under and pursuant to the provisions of the Leases. Except as disclosed in the rent roll delivered to Lender on or before the Closing Date, the Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute a Scheduled Delivery Monthdefault thereunder. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date The Leases and any related guarantees (including all amendments thereto), if any, delivered to Lender are accurate, true and complete, and there are no oral agreements with respect thereto. No rent due under any of the Leases (other than security deposits, if any) has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Week as soon as possible, but no later than thirty (30) days prior to the anticipated Delivery Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later paid more than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee month in advance of any change in the Scheduled Delivery Date as soon as practicable thereafterits due date. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement No. (b) If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected All work to be met if Delivery had occurred), then performed by the Rent Commencement Date for landlord under the Aircraft shall be deemed to have occurred on Leases has been performed and has been accepted by the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(btenant(s), and Lessee shall any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be obligated to pay Rent for given by the Aircraft on and from landlord under the Leases has already been received by such date regardless of whether tenant(s). Except as set forth in the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1Leases, but Lessor shall have no obligation to deliver, and Lessee shall have no lease tenant has assigned its interest in the Aircraft its Lease or other right to, possession sublet all or any portion of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent premises demised thereby, no tenant holds its leased premises under assignment or sublease, nor does anyone except the tenant occupy the leased premises. Except as and when provided set forth in the Leases, no tenant under any Lease and Lessee accepts delivery has a right or option pursuant to such Lease or otherwise to purchase all or any part of any Closing Date Property for which the Aircraft as evidenced leased premises are a part. No tenant under any Lease has any right or option for additional space in any Closing Date Property. No Obligor has any knowledge of any defaults by its execution any tenant under any Lease nor any knowledge that any statement made by or on behalf of a tenant under any Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4in a tenant estoppel certificate delivered to Borrower and/or Lender in connection with the Loan contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained therein not misleading.

Leasing. (a) The Aircraft Lease Agreement will generally provide a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date has been agreed Administrative Agent shall be given an opportunity to review leases for rentable space in the Aircraft Lease AgreementCommercial Component; provided, Lessor however, that Administrative Agent's approval of such leases will not be required if such lease provides for rents that are at commercially reasonable rates and contain commercially reasonable terms and conditions and are with third-party tenants unrelated to Borrower, or such lease is for rental of less than 2,500 square feet. In no event may any lease contain an option to purchase. In all other cases, Administrative Agent shall notify Lessee use reasonable efforts to approve or disapprove any proposed lease within seven (7) Business Days of receipt by Administrative Agent of the Scheduled Delivery Week as soon as possible, but no later than thirty (30) days prior to the anticipated Delivery Date, lease and unless a specific Scheduled Delivery Date has been agreed all other information reasonably deemed necessary by Administrative Agent in the Aircraft Lease Agreement, Lessor shall notify Lessee connection with approval of the Scheduled Delivery Date as soon as practicable but no later than one lease. Failure of the Administrative Agent to disapprove any such lease within such seven (17) week prior Business Day period shall be deemed to the Scheduled Delivery Week, and Lessor be approval of such lease. Administrative Agent shall notify Lessee not unreasonably withhold its approval of any change proposed lease. Without limiting the foregoing, Administrative Agent may condition approval of any such proposed lease on the execution and delivery by the tenant of a subordination, non-disturbance and attornment agreement in the Scheduled Delivery Date as soon as practicable thereafter. Subject a form that is reasonably acceptable to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced by Lessee's execution of Lease Supplement NoAdministrative Agent. (b) If Borrower shall use commercially reasonable efforts to deliver to Administrative Agent within fifteen (i15) Lessee is unwilling Business Days following a request therefore, a subordination, non-disturbance and attornment agreement and/or an estoppel certificate, for the benefit of Lenders, each in form and substance reasonably satisfactory to Administrative Agent, from such tenant or unable tenants as Administrative Agent shall specify. (c) Within ten (10) days after the execution thereof, Borrower shall deliver to accept delivery Administrative Agent copies of all leases. (d) Borrower shall not amend or modify any lease requiring approval by Administrative Agent in any material respect, or waive or release any of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance material provisions thereof. (e) Borrower shall at all times comply with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, possession all of the Aircraft unless terms and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery conditions of the Aircraft as evidenced by its execution leases and shall not permit any violation of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4the terms thereof or default thereunder.

Leasing. (a) The Aircraft Lease This Agreement will generally provide a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date has been agreed in shall be effective from and after the Aircraft Lease Agreement, Lessor shall notify Lessee date of the Scheduled Delivery Week as soon as possible, but no later than thirty (30) days prior to the anticipated Delivery Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafterexecution hereof. Subject to Section 4.4the terms and conditions set forth below, Lessor will (i) acquire and/or construct and lease the Aircraft to Lessee certain leasehold improvements (collectively, the "LEASEHOLD IMPROVEMENTS") located on real property owned by Lessee or one or more wholly-owned subsidiary (each a "Subsidiary") or leased by the Lessee or a Subsidiary pursuant to ground leases (collectively, the "GROUND LEASES") and (ii) acquire and lease to the Lessee will take certain items of equipment (the Aircraft on lease for "EQUIPMENT") pursuant to schedules (each a "SCHEDULE") incorporating the Termterms of this Agreement, which in substantially the form attached hereto as Exhibit 1. The Leasehold Improvements shall be evidenced constructed only at those locations at which the Equipment will be installed and operated by Lessee's execution of Lessee or its Subsidiary as a "General Cinema Theater". The Equipment and the Leasehold Improvements are sometimes hereinafter called collectively the "Lease Supplement NoAssets." The Lessor shall acquire and lease to the Lessee only such Lease Assets as are, or shall from time to time be, described in Annex A to any Schedule hereto. Terms defined in a Schedule and not otherwise defined herein shall have the meanings ascribed to them in such Schedule. (b) If Lessor and Lessee have previously entered into that certain Agency Agreement dated as of November 15, 1996 (the "AGENCY AGREEMENT") pursuant to which Lessor appointed Lessee as its agent to acquire and pay for on behalf of Lessor, Lease Assets in accordance with the terms and conditions of the Agency Agreement. (c) The obligation of Lessor to lease Leasehold Improvements and Equipment to Lessee under any Schedule shall be subject to receipt by Lessor, prior to the Lease Commencement Date, of each of the following documents in form and substance satisfactory to Lessor: (i) a Schedule relating to the Lease Assets then to be leased thereunder, (ii) evidence of insurance which complies with the requirements of Section IX, (iii) a Bill ▇▇ Sale executed by Lessee or other vendor with respect to the Equipment, in favor of Lessor, in the form of Annex B-1 or B-2, as applicable, to the applicable Schedule, (iv) an Estoppel/Waiver Agreement (each an "ESTOPPEL/WAIVER AGREEMENT") in substantially the 1 5 GC COMPANIES, INC. EXHIBIT 10.14 form of Exhibit 2 attached hereto from the landlord and/or mortgagee (if any) with respect to those locations at which Lease Assets are located which are not subject to Ground Leases, or an opinion of counsel (satisfactory to Lessor), (v) a certificate of an authorized officer of Lessee stating that such officer has reviewed the activities of Lessee and that, to the best of such officer's knowledge and without personal liability, Lessee is unwilling not in default under this Agreement, and there exists no Default (as hereinafter defined) or unable event which, with the giving of notice or the lapse of time (or both), would become such a Default, (vi) such Uniform Commercial Code Financing Statements, or Statements of Termination, Release or Partial Release with respect to accept delivery the Equipment as Lessor reasonably may require, (vii) evidence of Lessee's title or leasehold interest in any real estate ("Real Estate") upon which Leasehold Improvements have been constructed, which shall be (1) for any owned land, a copy of an owner's title insurance policy, (together with, if required by Lessor, a mortgagee's policy covering the Aircraft on Lessor's interest in such land, which policy shall be in form and substance satisfactory to the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(aall respects), or Lessee fails to fulfill any Lessor Condition Precedent on or before such date(2) for leased land, a copy of the applicable Ground Lease, which Ground Lease shall expressly (a) permit a collateral assignment to, and re-assignment by, the Lessor, (b) provide for an initial lease term of not less than 20 years, and (iic) otherwise be in form and content satisfactory to the Lessor in all material respects, (viii) a title insurance policy (which shall be an ALTA policy in all states in which such policies are available) issued by a title insurance company acceptable to the Lessor, which policy shall (a) insure that the Lessee Conditions Precedent are met (has an ownership or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease leasehold interest in the Aircraft Real Estate free and clear of all liens and encumbrances, (b) be accompanied by copies of all documents relating to any proposed exceptions, (d) contain no exceptions objectionable to the Lessor, (e) if required by Lessor, insure the Lessor's lien upon Lessee's fee or other right to, possession of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1leasehold estate, and so long as no Default has occurred (f) otherwise be in form and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4.substance satisfactory to the Lessor in its discretion,

Leasing. Subject to the limitation set forth in the last paragraph of this Section 2. 1 , Manager shall do, accomplish and complete, or cause to be done, accomplished and completed, all services necessary for the leasing of any available space in the Building, the Docks, and/or any other rentable facilities to tenants who are, to the best of Manager's knowledge, creditworthy and responsible, including, but not limited to the following activities: (a) The Aircraft Lease Agreement will generally provide a Scheduled Delivery Month. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date has been agreed in make proposals at appropriate times for the Aircraft Lease Agreement, Lessor shall notify Lessee modification of the Scheduled Delivery Week as soon as possible, but no later than thirty (30) days prior to the anticipated Delivery Date, and unless a specific Scheduled Delivery Date has been agreed in the Aircraft Lease Agreement, Lessor shall notify Lessee of the Scheduled Delivery Date as soon as practicable but no later than one (1) week prior to the Scheduled Delivery Week, and Lessor shall notify Lessee of any change in the Scheduled Delivery Date as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall be evidenced approved leasing guidelines previously approved by Lessee's execution of Lease Supplement No.Owner; (b) If implement the leasing guidelines approved by Owner and the promotional plan approved by Owner for (i) Lessee is unwilling or unable to accept delivery the procurement of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under prospective tenants and in accordance negotiation of proposed lease with Section 4.3(a), or Lessee fails to fulfill any Lessor Condition Precedent on or before such dateprospective tenants, and (ii) the Lessee Conditions Precedent advertisement of the Property and the preparation of rental signs, circular matters and such other forms of advertising as are met outlined in the promotional plan approved by Owner; (c) negotiate and prepare (or would reasonably be expected cause to be met if Delivery had occurred)prepared) all leases, then the Rent Commencement Date amendments thereto and modifications thereof for the Aircraft Building (collectively the "Lease Documents") from a standard form approved by Owner, an submit all Lease Documents to Owner for its review. All Lease Documents shall be deemed subject to prior written approval by Owner and no Lease Document shall be binding on or enforceable against Owner unless Owner shall execute the same. In no event shall Manager have occurred authority to execute Lease Documents for the Building on behalf of the date Owner; (d) negotiate and prepare (or cause to be prepared) all leases and other agreements for the use and occupancy of the Docks ("Dock Leases") from a standard form approved by Owner. Owner's consent shall not be required for Dock Leases entered into by' Manager on which Owner's behalf in the Aircraft is tendered ordinary course of business at rates and on terms approved by Lessor for Delivery in accordance Owner; and (e) secure, as fully as reasonably practicable, the compliance of tenants with subsection (ii) of this Section 4.1(b)the terms, covenants, and Lessee conditions of their leases, keep tenants informed of all rules and regulations affecting the Property, receive and promptly consider and handle service requests by tenants, and maintain systematic records showing the action taken with respect to each request. Manager shall be obligated to pay Rent for not have the Aircraft on and from such date regardless of whether right, nor the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in initiate or maintain any legal or administrative proceedings on behalf of Owner without the Aircraft or other right to, possession prior approval of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4Owner.

Leasing. (a) The Aircraft Lease Agreement will generally provide a Scheduled Delivery MonthLiquidator shall serve as leasing agent for each Property pursuant to the terms and conditions of this Agreement. Unless a specific Scheduled Delivery Week or a specific Scheduled Delivery Date has been agreed in The Liquidator shall coordinate with any Third Party leasing agent engaged by the Aircraft Lease Agreement, Lessor shall notify Lessee Liquidator on behalf of the Scheduled Delivery Week as soon as possibleCompany in accordance with the provisions of this Agreement and with any other listing or cooperating brokers. For each Property, but no later than thirty (30) days prior within a reasonable time following notice of any impending vacancy, the Liquidator will prepare an adequate rental listing and will negotiate and use commercially reasonable efforts to complete negotiation of new leases and lease renewals and extensions. Notwithstanding anything to the anticipated Delivery Datecontrary contained herein, the Liquidator hereby acknowledges and unless agrees that the only leasing commission, fee or other form of compensation to which it shall be entitled for its leasing services hereunder shall be the leasing fees set forth on SCHEDULE 2.12 attached hereto, which leasing fees shall be paid strictly in accordance with the provisions of SCHEDULE 2.12. In connection with the payment of any fees due to the Liquidator, the Liquidator shall be responsible at its own expense for any fee or commission due to any other listing or cooperating brokers and shall use diligent efforts to cause any such listing or cooperating broker to release the Company from any claims for payment. Notwithstanding the foregoing, no leasing commissions, fees or other forms of compensation for leasing services shall be payable to the Liquidator in connection with any leasing at a specific Scheduled Delivery Date has been agreed in Property so long as such Property is subject to the Aircraft Lease Agreement, Lessor shall notify Lessee terms of the Scheduled Delivery Date Prudential Contract (and the Liquidator shall not be responsible for paying any Third Party leasing commissions or fees with respect to such Property); provided, however, that if the Prudential Contract is terminated with respect to such Property as soon as practicable but no later than one a result of (1x) week prior a failure to obtain a required Third Party consent or waiver to the Scheduled Delivery Weeksale of such Property pursuant to the Prudential Contract (e.g. the consent of a lender), and Lessor (y) the default of the seller thereunder or (z) a court order enjoining or prohibiting such sale, then promptly following such termination the Company shall notify Lessee of any change in pay all leasing fees to the Scheduled Delivery Date Liquidator as soon as practicable thereafter. Subject to Section 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft set forth on lease SCHEDULE 2.12 which would have been payable but for the Term, which foregoing provisions of this sentence and thereafter the restrictions set forth in this sentence shall be evidenced by Lessee's execution of Lease Supplement Nonot apply to such Property. (b) If (i) Lessee is unwilling or unable The Liquidator agrees to accept delivery furnish leasing and marketing services with respect to the leasing of space in the Aircraft on Properties, including without limitation the date on which Lessor tenders the Aircraft for Delivery to Lessee under and negotiation of all tenant leases. All such tenant leases shall be prepared in all material respects in accordance with Section 4.3(a), the leasing guidelines set forth in the applicable Portfolio Business Plan or Lessee fails Asset Business Plan as the same may be modified from time to fulfill any Lessor Condition Precedent on or before such datetime, and unless otherwise approved in writing by the Company (ii) the Lessee Conditions Precedent are met (or would reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date except for variations appropriate for the Aircraft market and the specific transaction which are not in contravention of the leasing guidelines, the applicable Asset Business Plan or Approved Budget, nor causing material changes in the financial terms of the lease) which, shall be deemed to have occurred on a standard printed form approved by the date on which Company, shall be in the Aircraft is tendered by Lessor for Delivery in accordance with subsection (ii) name of this Section 4.1(b)the Company, and Lessee shall be obligated executed by the Company. Upon the execution by all parties of any tenant lease, the Liquidator shall promptly provide to pay Rent for the Aircraft on and from such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to, possession Company a copy of the Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is continuing. LESSEE WILL BE RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH (I) THE USE AND OPERATION OF THE AIRCRAFT AND (II) ANY LOSS OF OR DAMAGE TO THE AIRCRAFT FROM THE DELIVERY DATE UNTIL POSSESSION OF THE AIRCRAFT IS RETURNED TO LESSOR ON THE RETURN OCCASION AND LESSOR EXECUTES AND DELIVERS THE ACKNOWLEDGEMENT CONTEMPLATED BY SECTION 12.4executed tenant lease.