Common use of Leasing Clause in Contracts

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) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 the 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 for the benefit of, the Indenture Trustee.

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

Leasing. (a) The Manager shall operate and lease 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 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 Aircraft Lease Agreement, including the exercise Lessor shall notify Lessee of the rights 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 lessor thereunderScheduled 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. 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) 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 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 amount due 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 any lessee is not collectiblesuch date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, (c) institute but Lessor shall have no obligation to deliver, and prosecute legal proceedings against a lessee as permitted by Applicable LawLessee shall have no lease interest in the Aircraft or other right to, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee Aircraft unless and until Lessee fulfills all Lessor Conditions Precedent as and when provided in the name Lease and Lessee accepts delivery of the Manager or, if appropriate, in the name Aircraft as evidenced by its execution of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its 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 the 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 ofSupplement No. 1, and for the benefit of, the Indenture Trusteeso 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. 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., 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) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 the 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 for 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) determine and approve Lessor shall notify Lessee of the creditworthiness of any lessee Scheduled Delivery Week as soon as possible, but no later than at least thirty (though the Manager makes no representation or warranty 30) days prior to the Owner Scheduled Delivery Month, and Lessor shall notify Lessee of the Scheduled Delivery Date as soon as possible, but no later than at least one (1) week prior to the solvency or financial stability Scheduled Delivery Week. Subject to Sections 3.1 and 4.4, Lessor will lease the Aircraft to Lessee and Lessee will take the Aircraft on lease for the Term, which shall commence on the Delivery Date, and which shall be evidenced by Lessee's execution of any lessee), Lease Supplement No. (b) determine that If (i) Lessee is unwilling or unable to accept delivery of the Aircraft on the date on which Lessor tenders the Aircraft for Delivery to Lessee under and in accordance with Section 4.3(a), or Lessee fails to fulfil any amount due Lessor Condition Precedent on or before such date, and (ii) the Lessee Conditions Precedent are met (or could reasonably be expected to be met if Delivery had occurred), then the Rent Commencement Date for the Aircraft shall be deemed to have occurred on the date on which it is tendered by Lessor for Delivery in accordance with subclause (ii) of this Section 4.1(b), and Lessee shall be obligated to pay Rent for the Aircraft on and from any lessee such date regardless of whether the Delivery Date occurs or whether Lessee executes Lease Supplement No. 1, but Lessor shall have no obligation to deliver, and Lessee shall have no lease interest in the Aircraft or other right to possession of the Aircraft, unless and until Lessee fulfils all Lessor Conditions Precedent as and when provided in the Lease and Lessee accepts delivery of the Aircraft as evidenced by its execution of Lease Supplement No. 1, and so long as no Default has occurred and is not collectible, continuing. (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable Law, (d) terminate Lessee will be responsible for all risks associated with any loss of or cancel any Lease Agreement, (e) recover damage to the Aircraft from the Rent Commencement Date until possession of the Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in Aircraft is returned -3- to Lessor on the name of Return Occasion and Lessor executes and delivers to Lessee the Manager or, if appropriate, in the name of the Owner, or (g) reinstate any Lease Agreementacknowledgement contemplated by Section 12.4. 3.3.4 In performing its 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 the 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 for 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 (a) Subject to ensure compliance by the Lessees with the terms of any Lease Agreementand conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the aircraft, including the exercise airframe, engines and all appurtenant equipment (together hereinafter the "Aircraft") described in Annex A. (b) Lessor shall purchase the Aircraft from Lessee and lease it back to Lessee if on or before the Last Delivery Date (specified in Annex B) Lessor receives each of the following documents in form and substance satisfactory to Lessor: (i) a copy of this Lease executed by Lessee, (ii) a ▇▇▇▇ of Sale in the form of Annex C and a Federal Aviation Administration ("FAA") ▇▇▇▇ of Sale on AC Form 8050-2 transferring title of the Aircraft to Lessor; (iii) copies of insurance policies or, at Lessor's option, such other evidence of insurance which complies with the requirements of Section 9, (iv) evidence of an N number for the Aircraft together with an assignment of the rights thereto to Lessor; (v) evidence that the Aircraft has been duly certified as to type and airworthiness by the Federal Aviation Administration ("FAA"); (vi) evidence that Lessor's designated FAA escrow agent (which may be FAA counsel) has received in escrow the executed ▇▇▇▇ of sale and AC Form 8050-1 Aircraft Registration Form (except for the lessor thereunder. 3.3.1 With respect pink copy which shall be available to be placed on the Managed ContainersAircraft upon acceptance thereof), and an executed duplicate of this Lease all in proper form for filing with the Manager shall use reasonable efforts to include FAA; (vii) resolution of Lessee authorizing this Lease in the terms form of lease agreements with lessees Annex D; (viii) 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 completed inspection and/or survey with respect to the leasing Aircraft in accordance with the requirements set forth in the Certificate of Acceptance; (ix) an opinion of FAA counsel, in form and substance acceptable to Lessor, concerning, among other things, the proper registration of the Managed Containers andAircraft and filing of documents, subject given the structure of the Lease; and (x) such other documents as Lessor may reasonably request. Lessor's obligation to lease the terms Aircraft hereunder is further conditioned upon (1) the cost to Lessor of such Credit the acquisition of the Aircraft not exceeding the Capitalized Lessor's Cost stated on Annex A; (2) upon delivery of the Aircraft, Lessee's execution and Collection Policydelivery to Lessor of a Certificate of Acceptance in the form of Annex E; and (3) filing of all necessary documents with, and the acceptance thereof by, the Manager may, in its sole discretion (a) 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, FAA. (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable LawOnce the Certificate of Acceptance has been signed, (d) terminate or Lessee may not cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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 Agreementthis Lease. 3.3.4 In performing its 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 the 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager Servicer (and 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 operate and lease not be unreasonably withheld), together with the Managed Containers as 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 its Container Fleet the Project is subject to the Servicer’s written approval as to form and shall perform 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 managerial financial information 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 certificates obtained by the Lessees with Borrower pertaining to the terms tenant); (ii) The Borrower, acting in good faith and exercising due diligence, has determined that the tenant qualifies as a low-income family for purposes of any Lease Agreement, including meeting the exercise requirements for obtaining Tax Credits; (iii) The lease meets the standards required by Section 42 of the rights Code; (iv) The lease meets the requirements of the lessor thereunder. 3.3.1 With respect to the Managed ContainersServicer, 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 locationIssuer, and the depot where Investor Limited Partner; (v) The lease reflects an arm’s-length transaction and, so long as the Managed Container Construction Disbursement Agreement is located while off-hire. 3.3.3 The Manager shall follow the Credit and Collection Policy with respect in effect, conforms to the leasing projections of the Managed Containers Pro Forma Schedule attached thereto; (vi) The lease does not affect more than one (1) residential unit within the Improvements and is for a minimum term of six (6) months and a maximum term of twelve (12) months, unless otherwise agreed in writing by the Servicer; and, subject to (vii) So long as the terms of such Credit and Collection PolicyConstruction Disbursement Agreement is in effect, the Manager maylease, together with all leases previously executed, does not cause the Loan to become “out of balance” as that term is defined in its sole discretion (aSection 1.2(a) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 the 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 Construction Disbursement Agreement The Manager hereby Borrower acknowledges that the Manager and its Affiliates are holding Loan may become “out of balance” if the landlord’s aggregate economic obligations under the leases relating exceed, or the Net Operating Income from the Project fails to the Managed Containers (but only to the extent that such leases relate to the Managed Containers), on behalf of, and for the benefit ofmeet, the Indenture TrusteeBorrower’s projections for such obligations, thereby increasing the cost or decreasing the value of the Project.

Leasing. The Manager shall operate and lease Without limiting the Managed Containers as part foregoing, but subject to the provisions of its Container Fleet and shall perform all managerial and administrative functions and provide or arrange for this Section 7.2, from the provision of all services and documentation of any nature which it considers necessary or desirable for such operation and leasing. The Manager Agreement Date through the Due Diligence Deadline LGI De shall, in compliance the ordinary course, negotiate with the Servicing Standardprospective tenants and enter into new leases (on terms that LGI De believes, take all actions the Manager deems appropriate in its commercially reasonable business judgment, to ensure compliance by the Lessees with be market terms), enforce the terms of the Leases in all material respects and perform in all material respects all of landlord's obligations under the Leases. LGI De will promptly notify NetREIT of any Lease Agreementnew leases entered into by, including the exercise of the rights of the lessor thereunder. 3.3.1 With respect or proposals to enter into new leases made by, LGI De at least two (2) Business Days prior to the Managed Containers, the Manager shall use reasonable efforts to include in Due Diligence Deadline and provide NetREIT with a summary of the terms of each such new lease agreements with lessees a provision requiring lessees to comply with Applicable Law affecting or proposal. After 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 locationDue Diligence Deadline, and the depot where the Managed Container is located while off-hire. 3.3.3 The Manager shall follow the Credit and Collection Policy at least three (3) Business Days prior to becoming legally bound with respect to the leasing any new lease or other agreement or modification of the Managed Containers andexisting Leases or other agreement, subject 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 terms of such Credit and Collection PolicyClosing Date, LGI De shall have the Manager mayright, in its sole discretion but not the obligation (a) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 the 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 except to the extent that LGI De's failure to act shall constitute a waiver of such leases relate rights or remedies), to enforce the rights and remedies of the landlord under the Leases, by summary proceedings or otherwise, but after the expiration of the Due Diligence Deadline, 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 Managed Containers)expiration of the Due Diligence Deadline, on behalf ofof any tenant security deposit held by LGI De, and for LGI De will deliver, in connection with any such application, written notice to the benefit of, applicable tenant(s) under the Indenture TrusteeLeases indicating that its security deposit has been or is being so applied. LGI De shall provide NetREIT with written notice within three (3) Business Days after any action taken by LGI De pursuant to the foregoing provisions.

Leasing. The A. Borrower may enter into new Leases of space in the Facilities without the prior written consent of Lender if no Event of Default or Potential Event of Default shall then exist, and each of the following conditions has been satisfied: (i) the term of such new Lease, including extension options, does not exceed ten (10) years; (ii) such new Lease is for less than 50,000 gross leasable square feet for industrial properties and less than 15,000 gross leasable square feet for retail properties; (iii) the rental provisions contained in such new Lease are fair market rental rates for comparable rental space in the applicable market; (iv) such new Lease is drafted, negotiated, documented and entered into by Borrower in accordance with Approved Manager Business Practices (as defined below); and (v) any new Lease of space in a Facility shall operate and lease the Managed Containers as not contain any option or other right to acquire all or any part of its Container Fleet the Facility, require Lender following any foreclosure, transfer by deed in lieu of foreclosure or similar transfer to undertake or be bound by any obligation to construct improvements or otherwise expend funds which are capital in nature, except for items of ordinary maintenance and shall perform all managerial and administrative functions and provide repair, or arrange for contain an asbestos, environmental, or hazardous substances indemnification in favor of a tenant unless such indemnification would be extinguished by foreclosure, transfer by deed in lieu of foreclosure, or similar transfer of the provision Facility. Any existing Lease of all services and documentation space or new Lease of any nature which it considers necessary or desirable for such operation and leasing. The Manager shall, space in compliance a Facility that complies with the Servicing Standard, take all actions the Manager deems appropriate to ensure compliance by the Lessees with each of the terms of any Lease Agreement, including the exercise of the rights of the lessor thereunderset forth in SUBSECTION 7.1A(i) through (v) inclusive shall be hereinafter referred to as an "Approved Lease". 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) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in the name of the Manager orB. In addition, if appropriateno Event of Default or Potential Event of Default then exists, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its duties under this Agreement, the Manager shall use reasonable efforts to comply with the Concentration Limits when entering into new Lease Agreements and, in any event, shall notthen Borrower may, without the prior written consent of Lender, amend or modify or alter in any manner, terminate, revise, excuse, condone, discount, set-off, compromise or in any other manner release or discharge tenants under any Approved Lease so long as the Requisite Global MajoritySecurity Pool Covenants continue to be satisfied after giving affect to the amendment or modification, lease allany such amendment or modification is consistent with Approved Manager Business Practices (as defined below), and any such modification or substantially allamendment would not cause such Lease to fail to satisfy the minimum requirements for qualification as an Approved Lease as set forth in SUBSECTION 7.1A(i) through (v) inclusive, hereof. As used herein, "Approved Manager Business Practices" shall mean the ordinary business practices and procedures employed in good faith by the manager of the Managed Containers Facilities in connection with the leasing of space in, and the management of, first class industrial or retail properties, as applicable. If no Event of Default or Potential Event of Default then exists, Borrower may terminate any Approved Lease, without the consent of Prudential, if such termination is based on Approved Manager Business Practices and if the Security Pool Covenants shall continue 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 be satisfied after giving affect to the Managed Containers (but only to the extent that such leases relate to the Managed Containers), on behalf of, and for the benefit of, the Indenture Trusteetermination.

Leasing. (a) The Manager Liquidator shall operate serve as leasing agent for each Property pursuant to the terms and conditions of this Agreement. The Liquidator shall coordinate with any Third Party leasing agent engaged by the Liquidator on behalf of the Company in accordance with the provisions of this Agreement and with any other listing or cooperating brokers. For each Property, 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 Managed Containers as part contrary contained herein, the Liquidator hereby acknowledges and agrees that the only leasing commission, fee or other form of compensation to which it shall be entitled for its Container Fleet 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 perform all managerial and administrative functions and provide use diligent efforts to cause any such listing or arrange cooperating broker to release the Company from any claims for payment. Notwithstanding the provision foregoing, no leasing commissions, fees or other forms of all compensation for leasing services and documentation of shall be payable to the Liquidator in connection with any nature which it considers necessary or desirable for leasing at a Property so long as such operation and leasing. The Manager shall, in compliance with the Servicing Standard, take all actions the Manager deems appropriate Property is subject to ensure compliance by the Lessees with the terms of the Prudential Contract (and the Liquidator shall not be responsible for paying any Lease AgreementThird Party leasing commissions or fees with respect to such Property); provided, including however, that if the exercise Prudential Contract is terminated with respect to such Property as a result of (x) a failure to obtain a required Third Party consent or waiver to the sale of such Property pursuant to the Prudential Contract (e.g. the consent of a lender), (y) the default of the rights seller thereunder or (z) a court order enjoining or prohibiting such sale, then promptly following such termination the Company shall pay all leasing fees to the Liquidator as set forth on SCHEDULE 2.12 which would have been payable but for the foregoing provisions of this sentence and thereafter the lessor thereunderrestrictions set forth in this sentence shall not apply to such Property. 3.3.1 With respect (b) The Liquidator agrees 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 furnish leasing 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 marketing services with respect to the leasing of space in the Managed Containers andProperties, subject including without limitation the negotiation of all tenant leases. All such tenant leases shall be prepared in all material respects in accordance with the leasing guidelines set forth in the applicable Portfolio Business Plan or Asset Business Plan as the same may be modified from time to time, and unless otherwise approved in writing by the Company (except for variations appropriate for the 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 such Credit and Collection Policythe lease) which, shall be on a standard printed form approved by the Manager mayCompany, in its sole discretion (a) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee shall be in the name of the Manager orCompany, if appropriateand shall be executed by the Company. Upon the execution by all parties of any tenant lease, in the name Liquidator shall promptly provide to the Company a copy of the Owner, or (g) reinstate any Lease Agreementexecuted tenant lease. 3.3.4 In performing its 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 the 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager (a) Borrowers shall operate and lease have the Managed Containers as part of its Container Fleet and shall perform all managerial and administrative functions and provide right to enter, amend, modify, extend, renew 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 otherwise supplement into Space Leases with respect to the leasing Borrowing Base Properties so long as (i) no Event of Default shall have occurred and be continuing, (ii) Borrowers shall deliver a copy of executed Space Leases (or modifications, amendments, extensions, renewals or supplements of any Space Leases, as applicable) within ten (10) Business Days after the Managed Containers andexecution thereof, subject to (iii) the terms of such Credit Space Leases shall be customary with respect to commercial leases in buildings which are of a Comparable Building Standard in the applicable Acceptable Major Metropolitan Market and Collection Policy(iv) such Space Leases shall contain provisions obligating the Tenants thereunder to attorn to Agent or any purchaser therefrom in the event Agent or such purchaser succeeds to the interest of the applicable Borrower under such Space Leases; provided, however, no Borrower shall terminate or accept the Manager may, surrender of any Space Lease covering in its sole discretion excess of the greater of (a) determine and approve ten percent (10%) of the creditworthiness net rentable square feet of any lessee (though the Manager makes no representation applicable Borrowing Base Property 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 not45,000 net rentable square feet, without the prior written consent of Agent. (b) Borrowers shall deliver to Agent within ten (10) Business Days after receipt thereof, copies of any default notices and notices of lease terminations received from or delivered to Tenants, which (together with their Affiliates) occupy more than 45,000 net rentable square feet in the Requisite Global Majorityaggregate or more than ten (10%) of any Borrowing Base Property in the aggregate. (c) Borrowers shall, lease alland shall cause Manager to, observe, perform, and discharge all material obligations, covenants, and warranties provided for under the terms of the Space Leases to be kept, observed and performed by Borrowers. Borrowers shall, and shall cause Manager to use commercially reasonable efforts to diligently enforce or secure the performance of each and every material obligation, term, covenant, condition, and agreement to be performed by any Space Lessee under the terms of the applicable Space Lease; provided, however, that, no Borrower shall be required to commence any litigation against a Tenant to enforce such obligations under its Space Lease if such Borrower reasonably believes such commencement would not be appropriate under the circumstances. Borrowers shall, and shall cause Manager to, appear in and defend any action or proceeding arising under, occurring out of, or substantially allin any manner connected with, the Space Leases or the obligations, duties, or liabilities of Borrowers or any Tenant thereunder, and, if an Event of Default shall have occurred and be continuing, Agent shall have the Managed Containers right, but not the obligation, to an Affiliate appear in and defend in the name and on behalf of Agent, but at the Manager expense of Borrowers, and Borrowers shall pay upon written demand all reasonable costs and expenses of Agent, including reasonable attorneys’ fees and disbursements, in any action or to a single lesseeproceeding in which Agent may appear. 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 ofd) Borrowers shall not, and for the benefit ofshall not permit Manager to, receive or collect any Space Lease Rents (other than security deposits, and Lease Termination Payments held and applied in accordance herewith, the Indenture Trusteeapplicable Space Lease and Legal Requirements) for a period of more than one (1) month in advance. (e) Borrowers shall not pledge, transfer, assign, mortgage, encumber, or allow to be encumbered any Space Leases or Space Lease Rents except to Agent and the Lenders as provided herein or in the other Financing Documents.

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 ZAZA shall, in compliance with good faith, use its best efforts to (a) obtain oil and gas leases within the Servicing Standard, take all actions the Manager deems appropriate to ensure compliance Hackberry Creek Project Areas identified and mutually approved by the Lessees Parties on leasing terms acceptable to HESS and substantially comparable to the current competitor leasing terms found in the Hackberry 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, 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 the terms of any Lease Agreementan area outlined, including the exercise or by landowner), then such Leases shall be jointly acquired by ZAZA on behalf of the rights of the lessor thereunder. 3.3.1 With respect Parties. HESS is under no obligation to accept any oil and gas lease acquired by ZAZA which does not conform to the Managed Containersabove procedures. Subject to the foregoing provisions of this Section 3.2, the Manager shall use reasonable efforts to include in the terms event the Parties cannot agree on the joint acquisition of lease agreements with lessees a provision requiring lessees to comply with Applicable Law affecting certain additional leases, or if either HESS or ZAZA separately acquire additional leases within the Managed Containers Hackberry Creek Project Area without such periodic meeting and their usesubsequent agreement, operation and storage while the Managed Containers are on-hire and the Manager then such leases 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, be subject to the terms provisions of such Credit Section 5.1. ZAZA shall retain consultants and Collection Policybrokers, both full time and part time, reasonably necessary to assist ZAZA and HESS in the Manager may, in its sole discretion (a) determine ongoing operations and development of the Hackberry Creek Project Area. HESS shall have the right to approve the creditworthiness any multi-year consulting terms. The associated fees and expenses of any lessee (though the Manager makes no representation or warranty all consultants and brokers related 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession ongoing operations of the Managed Containers Exploration and Development Program will be billed to HESS at cost (with supporting documentation) and HESS shall reimburse ZAZA within thirty (30) days of HESS’ receipt of an invoice for such charges from any lesseeZAZA. All such consultants and brokers shall be the contractors of ZAZA unless otherwise agreed to in writing by HESS and the consultants and brokers in accordance with the provisions of this Section 3.2. ZAZA shall assign to HESS, (f) settleon a lease by lease basis, compromise or release any proceeding or claim against a lessee in the name an undivided 90% of the Manager orworking interest acquired in each Lease and a proportionate share of the net revenue interest, reduced by a proportionate 90% share, if appropriate, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its duties under this Agreement, the Manager shall use 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 the Requisite Global Majority, lease all, or substantially allapplicable, of the Managed Containers Reserved Interest. The Reserved Interest is to an Affiliate be reserved in favor of the Manager or ZAZA and/or their assigns in all leasehold acquired pursuant to a single lesseethis Agreement. 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager (a) Borrower shall operate have the right, without the prior written consent of Lender to, enter into a new individual Lease or a Lease renewal affecting less than 75,000 rentable square feet of the Property, and lease thereafter to modify or amend 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 shallsame, in compliance with each case without the Servicing Standard, take all actions the Manager deems appropriate to ensure compliance by the Lessees with the terms consent 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, Lender but subject to the terms provisions of such Credit and Collection Policy, the Manager may, in its sole discretion (a) 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), clauses (b) determine that any amount due from any lessee is not collectible, and (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable Lawbelow. Borrower shall have the right, (d) without the prior written consent of Lender, to terminate or cancel any an individual Lease Agreement, (e) recover possession affecting less than 75,000 rentable square feet of the Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in the name of the Manager or, if appropriateProperty; provided that, in the name aggregate over any six (6) month period, individual Leases affecting 125,000 rentable square feet or more may not be terminated without Lender’s prior written consent and provided that such termination is on commercially reasonable terms and shall not materially adversely affect the value of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its 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, Property. Borrower shall not, without the prior written consent of Lender, enter into a new individual Lease or a Lease renewal (other than a renewal it is obligated to enter into pursuant to the Requisite Global Majorityexisting Lease) or terminate any individual Lease after the date hereof affecting 75,000 or more rentable square feet of the Property. (b) All new Leases entered into from and after the date hereof shall be on the Lease Form approved by Lender pursuant to Section 3.1(v), lease allwithout any changes to such Lease Form which would be materially adverse to Lender, shall be the result of arm’s-length negotiations, shall in the aggregate (taking into account all terms of such Lease, such as rent concessions, landlord’s obligations on Tenant Improvements and other economic benefits or concessions) provide for “market” rental rates and other market terms and shall not contain any additional terms which would materially adversely affect Lender’s rights under the Loan Documents (provided that the rent payable under a new Lease may be below market rate if (x) the lessee is a managing and/or leasing agent for Borrower and the space leased under the new Lease is to be used solely in connection with the managing and leasing of the Property and is of a size reasonably required for an office for such agent for such purposes, or substantially all(y) the rents from the space leased under the new Lease were, immediately prior to the entry into that Lease, below market rate, such new Lease was given in exchange for the surrender of the Managed Containers prior Lease and the below market discount reflected in such new Lease is not more than the below market discount of the Lease being surrendered); all future Leases shall provide that they are subordinate to the Mortgage and that the lessee agrees to attorn to Lender at Lender’s request and may, in the case of the Leases described in clause (e) below, make subordination conditioned upon the granting of non-disturbance rights acceptable to Lender. (c) Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the material terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (iii) shall not collect any of the rents more than one (1) month in advance (other than Security Deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except for the Assignment of Leases); (v) shall not alter, modify or change the terms of the Leases in a manner which shall materially adversely effect Lender’s rights or remedies under the Loan Documents; and (vi) subject to the provisions of Section 5.1(n), shall execute and deliver at the request of Lender all such further assurances, confirmations and assignments in connection with the Leases as Lender shall from time to time reasonably require. (d) With respect to Leases affecting 75,000 or more rentable square feet of the Property, Borrower may, at its discretion, submit for Lender’s approval (which shall not be unreasonably withheld, conditioned or delayed) leasing guidelines (the “Leasing Guidelines”) (provided that in all events Leasing Guidelines shall expire not later than one year after their initial approval). Subject to clause (b) above, any such Lease, which conforms in all material respects with approved Leasing Guidelines and the approved Lease Form will not be subject to Lender’s prior written consent. Any Lease submitted to Lender for Lender’s approval, which shall be accompanied by (x) an Officer’s Certificate on behalf of Borrower stating that said Lease complies in all respects with the requirements of clause (b) above and (y) a summary of the material terms of such Lease (including the economic terms and any termination options), shall be deemed approved if Lender shall have not notified Borrower in writing of its disapproval (together with a statement of the grounds of such disapproval) within three Business Days after Borrower has given Lender written notice that at least three (3) Business Days have elapsed since such submission). (e) Lender shall enter into, execute and deliver a nondisturbance and attornment agreement, in form and substance acceptable to Lender in its reasonable discretion, among Lender and any Tenant under a Lease which is permitted under or which has been approved (or deemed to have been approved) in accordance with the terms of this Agreement and which (i) with respect to a Lease of retail space, affects 1,000 square feet or more of rentable space in the Property or (ii) with respect to all other Leases, affects 14,000 or more rentable square feet of the Property, provided that, in each such case, such Tenant also executes and delivers such agreement in favor of Lender. (f) Borrower shall be entitled to retain (i) any termination payment paid by former tenants Clark, Ladner, ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ or LeShoppe, Inc. or (ii) any other payment, fee or penalty (“Termination Fee”) paid by a Tenant in connection with the exercise of an express cancellation or termination clause provided in such Lease, if and only if at the time of such cancellation or termination, the Net Operating Income for the Property (exclusive of the then applicable Above Market IBM Rent Component) for the most recent trailing 12-month period for which Borrower has furnished the statements required by Section 5.1(j)(iii)(B) (excluding any Net Operating Income received during such period in respect of the Lease being canceled or terminated) is $7,500,000 or more. In all other circumstances not covered by the first sentence of this clause (f), and provided that no Default or Event of Default has occurred and is continuing, any Termination Fee shall be deposited in the Deposit Account within two (2) Business Days of receipt thereof and shall be applied, on the next Payment Date, in the following order of priority: (i) to the funding of the Tax and Insurance Escrow Account to the extent required to cause such account to be in the amount required under Section 9.3; (ii) to the payment of the Monthly Debt Service Payment Amount; (iii) to the funding of the Leasing Reserve Account to the extent required to cause such account to be in the amount required under Section 9.4; (iv) to the funding of the Capital Reserve Account to the extent required to cause such account to be in the amount required under Section 9.4; and (v) to the funding of the Low Debt Service Reserve Account to the extent required under Section 9.4. After payment of the foregoing items, all remaining funds shall be deposited in a separate Eligible Account in which Lender is hereby granted a security interest (the “Termination Payment Account”), which funds are only to be released from such account (a) to reimburse Borrower for the capital costs and expenses required to lease that portion of the Improvements affected by such cancellation or termination, such reimbursement to be made in the manner provided by, and in accordance with, the provisions of Section 9.2.2 relating to Leasing Commissions and Tenant Improvement costs (and for so long as there are funds in the Termination Payment Account, funds in the Leasing Reserve Account shall not be available for the reimbursement of such capital costs and expenses) or (b) to Borrower if Borrower delivers to Lender evidence satisfactory to Lender that the premises which were affected by such cancellation or termination have been fully relet to a tenant and that Borrower has no obligation whatsoever to pay for or perform any tenant improvement work in connection with such reletting; provided that the foregoing provisions shall not apply if a Default or an Event of Default has occurred and is continuing. (g) Borrower acknowledges that, because an Affiliate of Borrower owns the Manager property which is immediately adjacent to the Property (the “Adjacent Property”), Borrower may have the opportunity to direct potential tenants to the Property or to the Adjacent Property. Recognizing such conflict of interest, and recognizing that it is in the best interest of Lender for the Property to be occupied fully, Borrower agrees that it will at all times conduct its leasing activities in a single lesseemanner which is commercially fair and reasonable to the Property. 3.3.5 (h) On or before April 15, 1998, Borrower shall deliver to Lender Subordination, Nondisturbance and Attornment Agreements in substantially the same form as the Subordination and Attornment Agreements granted by The Manager hereby acknowledges that the Manager Mitsubishi Trust and its Affiliates are holding the leases relating Banking Corporation, or such other form as may be reasonably Acceptable to the Managed Containers (but only to the extent that such leases relate to the Managed Containers)Lender, executed by each Tenant set forth on behalf of, and for the benefit of, the Indenture TrusteeSchedule 3.

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) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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, Seller shall not, without the Buyer’s prior written consent (a) enter into any new lease for an apartment unit with a first-time tenant unless the lease is on the Seller’s standard form, is for a period of no more than one (1) year and the rent shall be not less than the amount of the Requisite Global Majorityrent charged to the most recent tenant for the respective apartment; or (b) enter into, and, renew or extend any Lease for an apartment unit with an existing tenant unless the lease allis on Seller’s standard form, is for a period of not more than one (1) year and not less than seven (7) months and that the rent for the amended, renewal or substantially allextension term shall not be less than the amount of rent noted on the Rent Roll for the respective apartment, provided that nothing in the foregoing shall be construed to prohibit Seller from allowing leases to renew on a month to month basis (the “Renewal Leases”), so long as such Renewal Leases at not time constitute more than ten percent (10%) of the Managed Containers number of units listed on the Rent Roll, unless Buyer has consented in writing to an Affiliate such exceedance; (c) terminate any Lease except by reason of a default by the tenant thereunder; or (d) grant any concessions to a tenant that are not consistent with those customarily granted by Seller during the three (3) month period prior to the termination of the Manager Management Agreement (as hereinafter defined). On or to a single lessee. 3.3.5 The Manager hereby acknowledges that the Manager and its Affiliates are holding the leases relating prior to the Managed Containers Closing Date, Seller shall have performed all work necessary (but only including, without limitation, supplying operable kitchen appliances, installing new carpeting or cleaning existing carpeting, and repainting) to make all apartment units within the Property that have been vacated for more than five (5) days prior to the extent Closing Date ready for occupancy by incoming tenants, consistent with Seller’s past practices (the “Ready Work”). In the event that such leases relate all Ready Work has not been completed prior to the Managed Containers)Closing Date, on behalf ofBuyer may waive the completion of the Ready Work, proceed to close the transaction, and for receive a credit on account of the benefit ofincomplete Ready Work in an amount equal to $750.00, plus the Indenture Trusteecost of replacement appliances, per unit.

Leasing. (a) After the Lease has been executed and delivered by Landlord and Tenant, Landlord shall notify Tenant if Landlord has a bona fide prospective tenant for more than twenty percent (20%) of the space on the second floor of Building II or any space in Building III (the "Lease Option Space"). The Manager notice ("Landlord's Notice") shall operate identify (i) the Lease Option Space together with all other space then available for lease in the Building in which the Lease Option Space is located (together with the Lease Option Space, the "Available Space"), (ii) the term of the proposed lease, which shall begin as provided below and shall end two (2) years after the expiration of the Lease (with options comparable to those under the Lease, although the failure of Tenant to exercise a Lease option shall void contemporaneous or future options under a lease of the Managed Containers as part Lease Option Space or Available Space); (iii) the Base Rent it proposes for the Lease Option Space and the Available Space; (iv) the Tenant Improvement Allowance which it proposes to give for the Lease Option Space and the Available Space; (v) the date anticipated for delivery of the Lease Option Space and the Available Space to Tenant for the construction of its Container Fleet and shall perform all managerial and administrative functions and provide or arrange tenant improvements; (vi) the period anticipated for the provision construction of all services tenant improvements and documentation of the date for rent commencement, which in each case shall be commercially reasonable given when the Lease Option Space and the Available Space are scheduled for delivery; and (vii) any nature other terms it proposes to seek for the Lease Option Space and the Available Space 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 are different from the terms of any Lease Agreement, including the exercise this Lease. Together with all 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 this Lease which are not inconsistent with lessees the foregoing [including, without limitation, a provision requiring lessees letter of credit and security deposit which are comparable and proportional 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 those 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 locationthis Lease], the date provisions in clauses (i) through (vii) are referred to herein, collectively, as the "Lease Option Terms". Tenant shall have the right, exercisable within five (5) business days after its receipt of on-hire and Landlord's Notice, to notify Landlord that Tenant: (A) agrees to lease the lessee Lease Option Space or the Available Space on the Lease Option Terms or (B) agrees to whom lease the Managed Container is on-hireLease Option Space or the Available Space on "Negotiated Terms", which means all 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, Lease Option Terms other than those described in its sole discretion clauses (a) 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 lesseeiii), (b) determine that any amount due from any lessee is not collectibleiv), (cvi) institute and prosecute legal proceedings against a lessee (vii) thereof, which would be as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in the name of the Manager or, if appropriatenegotiated between Landlord and Tenant and, in the name absence of the Owneragreement, or determined by arbitration pursuant to Section 16. In its notice (g) reinstate any Lease Agreement. 3.3.4 In performing its 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 the 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 Containersif any), on behalf of, and for Tenant shall specify whether it wishes to lease just the benefit of, Lease Option Space or the Indenture TrusteeAvailable Space.

Leasing. (a) The Manager Administrative Agent shall operate be given an opportunity to review leases for rentable space in the Commercial Component; provided, 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 the Managed Containers as part is for rental of its Container Fleet and shall perform less than 2,500 square feet. In no event may any lease contain an option to purchase. In 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 shallother cases, 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 Administrative Agent shall use reasonable efforts to include approve or disapprove any proposed lease within seven (7) Business Days of receipt by Administrative Agent of the lease and all other information reasonably deemed necessary by Administrative Agent in connection with approval of the terms lease. Failure of the Administrative Agent to disapprove any such lease agreements with lessees within such seven (7) Business Day period shall be deemed to be approval of such lease. Administrative Agent shall not unreasonably withhold its approval of any 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 provision requiring lessees subordination, non-disturbance and attornment agreement in a form that is reasonably acceptable 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 Administrative Agent. (b) Borrower shall use commercially reasonable efforts to include deliver to Administrative Agent within fifteen (15) Business Days following a request therefore, a subordination, non-disturbance and attornment agreement and/or an estoppel certificate, for the benefit of Lenders, each in the terms of depot agreements with third-party storage form and repair depots a provision requiring the depots substance reasonably satisfactory to comply with Applicable Law affecting the Managed Containers while the Managed Containers are off-hire and stored in the depotAdministrative Agent, from such tenant or tenants as Administrative Agent shall specify. 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) 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 lessee as permitted by Applicable LawWithin ten (10) days after the execution thereof, Borrower shall deliver to Administrative Agent copies of all leases. (d) terminate Borrower shall not amend or cancel modify any Lease Agreementlease requiring approval by Administrative Agent in any material respect, or waive or release any of the material provisions thereof. (e) recover possession Borrower shall at all times comply with all of the Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in the name terms and conditions of the Manager or, if appropriate, in the name leases and shall not permit any violation of the Owner, terms thereof or (g) reinstate any Lease Agreementdefault thereunder. 3.3.4 In performing its 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 the 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 for the benefit of, the Indenture Trustee.

Leasing. As of August 1, 2018, the Owned Real Property (other than any vacant Owned Real Properties listed on Section 4.13(a) of the Disclosure Schedule) is leased by the applicable Subsidiary to an Eligible Tenant pursuant to an Eligible Lease and such Lease is in full force and effect and, to Seller’s Knowledge, is not in default in any material respect. No Person (other than a Subsidiary) has any possessory interest in the Owned Real Property or right to occupy the same except an Eligible Tenant under and pursuant to the provisions of the applicable Eligible Lease and any Person claiming rights through any such Eligible Tenant. The Manager shall operate copy of such Eligible Lease for the Owned Real Property delivered to Purchaser is true and lease complete in all material respects and is the Managed Containers as part entire agreement relating thereto. No rent (including security deposits) has been paid more than thirty (30) days in advance of its Container Fleet due date. As of the Closing Date, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the applicable Subsidiary to the relevant tenant has already been provided to such tenant (including reductions in monthly rent during the term of the related Lease in other similar fashion). “Eligible Tenant” means a tenant who, as of the date such tenant signs the related lease, is a bona fide third party lessee of Owned Real Property who satisfies, and shall perform all managerial and administrative functions and provide or arrange has been certified by the applicable Subsidiary prior to such date of determination as satisfying, each of the following criteria: (i) such tenant’s rent expense for the following 12 month period is not greater than 40% of such tenant’s gross income, annualized for a 12 month period; (ii) such tenant is not subject to an ongoing bankruptcy; and (iii) such Tenant otherwise conforms to the Sellers’ internal tenant leasing criteria. “Eligible Lease” means a written lease that satisfies each of the following characteristics: (i) the lease is based on the Sellers’ standard form of lease or other form of lease customary for the market in which the applicable Owned Real Property is located; (ii) the lease is entered into on an arms-length basis without payment support by any Subsidiary; (iii) the lease had, as of its commencement date, an initial lease term of at least six months; (iv) the lease does not include a purchase option or other non-customary provision of all services that would be adverse to the Purchaser’s interest; (v) the lease is consistent with the Sellers’ internal leasing guidelines; and documentation of any nature which it considers necessary or desirable for such operation and leasing. The Manager shall, (vi) the lease is 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 thereunderapplicable Laws in all material respects. 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) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 the 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager shall operate (a) Borrower covenants and lease agrees at Borrower’s sole cost and expense to: (w) perform the Managed Containers as part material obligations of its Container Fleet lessor contained in the Leases and shall perform use commercially reasonable efforts to enforce by all managerial and administrative functions and provide or arrange for available remedies, at the provision discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (x) promptly deliver to Administrative Agent copies of all services notices of material defaults delivered and/or received by Borrower or Manager to any tenants under any Minor Lease or Major Lease; (y) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property; and documentation of any nature which it considers necessary or desirable for such operation and leasing. The Manager shall(z) to the extent required pursuant to Section 9.3(d) below, 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 upon the exercise of any termination or contraction right by tenant under a Lease, deposit with Administrative Agent 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) determine and approve the creditworthiness portion of any lessee (though fees associated with such termination or contraction right that, so long as no Triggering Event has occurred and is continuing, exceeds $500,000 to be disbursed by Agent to pay Leasing Costs pursuant to Section 9.3(d) below. Notwithstanding the Manager makes no representation or warranty to the Owner as to the solvency or financial stability of any lessee)foregoing, (bx) determine that while any amount due from any lessee is not collectible, (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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 OwnerTriggering Event exists, or (gy) reinstate if the exercise of any termination or contraction right by tenant under a Minor Lease Agreement. 3.3.4 In performing its duties would result in the occurrence of a Triggering Event, then upon the exercise of any termination or contraction right by tenant under this Agreementa Minor Lease, the Manager Borrower shall use reasonable efforts deposit with Administrative Agent all fees associated with such termination or contraction right, to comply with the Concentration Limits when entering into new Lease Agreements andbe disbursed by Agent to pay Leasing Costs pursuant to Section 9.3(d) below. Except for Permitted Liens, in any event, Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of the Requisite Global Majority, lease all, or substantially all, Loan Documents: (i) execute any other assignment relating to any of the Managed Containers Leases; (ii) except with respect to an Affiliate any Prepaid TI Rent paid by a tenant pursuant to the terms of the Manager or applicable Lease, collect rentals (other than security deposits) more than one (1) month in advance of the time when it becomes due; (iii) consent to 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 any assignment (but only to the extent that such leases relate to the Managed Containers), on behalf of, and for the benefit avoidance of doubt the term assignment shall not include subleases) by any lessee under any office lease requiring Lease Approval other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other mortgage or lien other than Permitted Liens. Any action or attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and void. In no event shall Borrower enter into any Modification that results in a Lease being on terms that are less favorable to Borrower than commercially reasonable market terms without the prior written reasonable approval of Administrative Agent. (b) Borrower shall not, without the requisite Lease Approval for any Major Lease or any Minor Lease, as applicable: (i) permit or allow any material change, amendment, modification, renewal or extension (each a “Modification” and for the avoidance of doubt, the term “Modification” shall not include any complete or partial surrender of termination (which are discussed in (c) below)) of any Lease; (ii) waive any of Borrower’s rights or remedies under any Lease, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant under a Lease. (c) For the avoidance of doubt, no Lease Approval shall be required with respect to Modifications of, or waivers of rights or remedies or consents to material changes for any Lease that is neither a Major Lease nor a Minor Lease. (d) Borrower shall be permitted to retain any sums received in consideration of any termination, in full or in part, or any reduction in term, or the Indenture Trusteerelease or discharge of any lessee of any Lease, from any such termination (hereafter, a “Termination Payment”), up to a maximum amount equal to $500,000, and any portion of such Termination Payment that exceeds $500,000 shall be deposited by Borrower into the Termination Payment Account. Funds in the Termination Payment Account shall be disbursed in accordance with this Section 9.3(d); provided, however, Borrower shall be permitted to retain, and shall not be required to deposit in the Termination Payment Account or Borrower’s Designated Account, the termination fee paid to Borrower by L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP in connection with its termination effective as of December 31, 2018. Any funds not required to be deposited into the Termination Payment Account pursuant to the preceding sentence shall, except during the existence of a Triggering Event or a Default, be deposited in the Borrower’s Designated Account. Borrower hereby grants to Administrative Agent as agent for the Lenders a first perfected security interest in the Termination Payment Account. All interest on the Termination Payment Account shall be for the benefit of Borrower and shall be added to and remain in the Termination Payment Account; provided, however, that nothing herein shall require that interest be earned at the highest prevailing rates. Provided no Default exists and is continuing, Administrative Agent shall cause to be made, disbursements from the Termination Payment Account to Borrower for payment of Leasing Costs associated with any Leases that do not require any approval or that have been approved in accordance with Section 9.4 of this Agreement. Notwithstanding the foregoing, provided no Triggering Event or Default exists and is continuing, any Termination Payment that is not applied in accordance with the preceding sentence shall be returned to the Borrower once all of the space with respect to which the Termination Payment was paid has been re-leased pursuant to Lease(s) entered into in accordance with the terms of this Agreement, the tenant thereunder has taken possession of substantially all of its space and commenced payment of its full base minimum rent, the Administrative Agent has received an estoppel letter with respect to each new Lease in form reasonably acceptable to Administrative Agent and all obligations of Borrower with respect to the construction of Tenant Improvements, and the payment of Tenant Improvement Allowances and Leasing Commissions have been fully performed; provided, however, if at such time a Default shall have occurred and be continuing, such amount shall not be returned to Borrower and shall instead be applied or used by Administrative Agent pursuant to the immediately succeeding sentence. Upon the occurrence and during the continuance of a Default, Administrative Agent may, in addition to all other remedies permitted under this Agreement and the other Loan Documents, at law or in equity, charge, set-off and otherwise apply against the obligations and liabilities of Borrower under the Loan Documents or any part thereof, all or any part of the funds on deposit in the Termination Payment Account. For the avoidance of doubt, this Section 9.3(d) is subject to Section 8.13(b). Borrower shall not have any right to make withdrawals from the Termination Payment Account.

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 Section 3.2(g) of 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 Security Agreement and the Manager shall use reasonable efforts to include in definition of “Permitted Lessee” and notwithstanding 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.provisions thereof: 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) determine and approve No Permitted Lessee shall be in material financial or non-financial default under any loan, note or other agreement with FINAME at 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), time a Permitted Lease is entered into; (b) determine The consent of the Lender (who shall not be entitled to provide such consent without the consent of the Export Credit Guarantor) shall be required as a condition to the entering into of any lease of an Aircraft to any party that is incorporated in a Permitted Country or where the Aircraft will not be registered in a Permitted Country unless, in any amount due from any such case, the relevant lessee is not collectiblemeets one of the other criteria set forth in clauses (b), (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable Law, or (d) terminate of the definition of Permitted Lessee; provided that the Permitted Country list may be revised to eliminate any country requested to be eliminated by FINAME at the direction of Export Credit Guarantor or cancel any may be updated to include additional countries at the request of the Borrower but subject to the consent of FINAME and the Export Credit Guarantor; (c) Borrower shall provide written notice of its intent to enter into a Permitted Lease, such notice to be accompanied by the proposed documentation, as early as practicable but in no event less than 20 days before entering into such lease; (d) Any Permitted Lease shall be assigned as collateral security pursuant to a Lease Assignment, substantially in the form of Exhibit C to the Security Agreement, ; (e) recover possession Any lease (unless to a Permitted Lessee that is not a U.S. Certificated Air Carrier (as defined in the Security Agreement) entered into pursuant to Section 3.2(g) of the Managed Containers from any lessee, Security Agreement shall be entitled to the protections of Section 1110 (assuming no change in U.S. Law which would make such benefits unavailable to mortgaged or leased aircraft (as the case may be) generally under U.S. Law) and the Security Trustee and the Lender shall have received a legal opinion of outside counsel to Borrower to such effect (said opinion and such counsel to be reasonably satisfactory to Lender); (f) 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 [Intentionally Omitted] (g) reinstate With respect to any Aircraft, no Permitted Lease Agreement.thereof may have a term (including renewals) which extends beyond the Loan Maturity Date for the Relevant Loan used to finance such Aircraft; and 3.3.4 In performing its duties under this Agreement, the Manager shall use reasonable efforts (h) Any Officer’s Certificate delivered pursuant to comply with the Concentration Limits when entering into new Lease Agreements and, in any event, shall not, without the prior written consent Section 3.2(g)(viii) of the Requisite Global Majority, Security Agreement shall also confirm that all conditions precedent set forth in this subsection to any lease all, or substantially all, that is the subject of the Managed Containers to an Affiliate of the Manager or to a single lesseesuch Officer’s Certificate have been complied with. 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 for 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 (a) Borrower shall use commercially reasonable efforts to include maintain all leasable space in the terms Property leased at no less than fair market rental rates. (b) Without limiting the foregoing, Borrower shall have the right to enter into, or modify, any Residential Lease provided that all the following requirements are satisfied: (i) The Residential Lease shall be prepared on the Borrower’s standard form of residential lease agreements with lessees agreement, which has been approved by Lender; (ii) The Residential Lease shall be to a provision requiring lessees tenant who agrees to comply with Applicable Law affecting occupy its premises for residential purposes and not as a master lease primarily for the Managed Containers and their use, operation and storage while subletting of space to others; (iii) The Residential Lease shall be subordinate to the Managed Containers are on-hire Loan and the Manager Security Instrument and the tenant shall use reasonable efforts agree attorn to include in Lender and any purchaser at a foreclosure sale; (iv) No purchase option, master lease options, or rights of first refusal for 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 sale of the Managed Containers in the same manner as for containers held for its own accountProperty shall be permitted without Lender’s prior written approval, 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, which may be withheld in its sole discretion and absolute discretion; (av) determine The Residential Lease shall provide for rental rates and approve other terms and conditions comparable to existing local market rates and terms and be an arms-length transaction with a bona fide, independent third party tenant who is not an Affiliate of Borrower or Guarantor; and (vi) At all times, at least ninety-five percent (95%) of the creditworthiness Residential Leases (1) shall have an initial term of any lessee at least twelve (though 12) months and (2) must either be secured by a parental guaranty or entered into with a tenant whose annual income is at least three hundred percent (300%) of the Manager makes no representation or warranty annual rent payable under the applicable Residential Lease, and Borrower shall not be permitted to enter into a Residential Lease unless clauses (1) and (2) are both satisfied after giving effect to the Owner as to the solvency or financial stability execution of any lessee), (b) determine that any amount due from any lessee is not collectible, such Residential Lease. (c) institute All Retail Leases and prosecute legal proceedings against all renewals of Retail Leases and all modifications of Retail Leases executed after the date hereof shall: (i) provide that such Retail Lease is subordinate to the Security Instrument and that the tenant will attorn to Lender and any purchaser at a lessee foreclosure sale (to the extent not already provided for in the Retail Lease); (ii) not be to an Affiliate of Borrower or any Guarantor; (iii) not contain any option or right of first refusal to purchase, (iv) provide for rental rates and other terms and conditions comparable to existing local market rates and terms as permitted determined by Applicable LawBorrower in its commercially reasonable discretion and be an arms-length transaction and (v) the Retail Lease shall be prepared on the Borrower’s standard form of retail lease agreement with market negotiated changes as are required in Borrower’s commercially reasonable discretion. Borrower may enter into, amend, restate or modify any Retail Lease, provided the conditions set forth in clauses (i) through (v) of the prior sentence are satisfied, after giving effect to such amendment, restatement or modification. Borrower may accept a surrender of, or terminate, any Retail Lease where there is a bona fide default by the tenant thereunder in the payment of base rent or such tenant is otherwise in material default. (d) terminate or cancel any Any Lease Agreement, (e) recover possession of that does not conform to the Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee applicable standards set forth in the name of the Manager or, if appropriate, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its duties under this Agreement, the Manager Section 9.3 shall use reasonable efforts be subject to comply with the Concentration Limits when entering into new Lease Agreements and, in any event, shall not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Borrower shall: (i) observe and perform the Requisite Global Majorityobligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) subject to applicable laws, lease allenforce the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; (iii) not collect any of the rents more than one (1) month in advance (other than security deposits) (provided that up to 10% of the Residential Leases may have rents prepaid for more than one (1) month in advance); (iv) not permit the execution of any assignment of lessor’s interest in the Leases or the rents (except as contemplated by the Loan Documents); and (v) upon Borrower obtaining knowledge thereof, give Lender prompt written notice of any material default after notice and the expiration of cure periods by landlord or tenant under any Retail Lease. (f) Any action taken or attempted in violation of the provisions of this Section 9.3 shall, to the extent not prohibited by applicable law, be null and void. (g) Upon request by Lender, but no more often than once per calendar year (unless a Default then exists), Borrower shall use commercially reasonable efforts to deliver to Lender and to any party designated by Lender, estoppel certificates and subordination, nondisturbance and attornment agreements (each, an “SNDA”) relating to the Approved Retail Leases executed by the tenant under such Approved Lease, in form and substance reasonably acceptable to Lender. Lender may at any time and from time to time by specific written instrument intended for the purpose, unilaterally subordinate the lien of the Security Instrument to any Lease, without joinder or consent of, or substantially allnotice to, Borrower, any tenant or any other Person. No subordination referred to in this Section shall constitute a subordination to any lien or other encumbrance, whenever arising, or improve the right of any junior lienholder. Nothing herein shall be construed as subordinating the Security Instrument to any Lease. (h) Upon request by a tenant, Lender shall deliver to such tenant, a subordination, nondisturbance and attornment agreement relating to the Approved Retail Lease executed by Borrower and such tenant after the date hereof, in form and substance reasonably acceptable to Lender. (i) With respect to any Lease or an amendment to a Lease that requires the approval of Lender as provided herein, Borrower shall submit the Lease Materials for such proposed Lease to Lender (in writing with its request for the approval of the Lease by Lender) and Lender shall respond to Borrower with its/their approval or disapproval, as the case may be, of the Managed Containers to an Affiliate Lease within ten (10) Business Days of the Manager or to a single lessee. 3.3.5 The Manager hereby acknowledges Lender’s receipt of such Lease Materials, provided that the Manager notice sent by Borrower to Lender shall include the following statement set forth in all capital letters: “NOTE: LENDER’S REPLY TO BORROWER’S REQUEST FOR APPROVAL OF THE ENCLOSED LEASE MATERIALS IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THIS REQUEST, AND LENDER’S FAILURE TO RESPOND WITHIN SUCH TEN (10) BUSINESS DAY PERIOD SHALL BE DEEMED AN APPROVAL OF THE ENCLOSED LEASE.” If the request from Borrower contains the foregoing language and its Affiliates are holding the leases relating required Lease Materials and Lender fail(s) to respond in writing (which may be by email) with Lender’s approval or disapproval on or before the tenth (10th) Business Day of Lender’s receipt of such written notice and Lease Materials, such failure shall be deemed to be an approval of such proposed Lease by Lender. Notwithstanding anything to the Managed Containers contrary herein, if a Default exists, there shall be no deemed consent under this subsection (but only to the extent that such leases relate to the Managed Containersb), on behalf of, and for the benefit of, the Indenture Trustee.

Leasing. (a) The Manager Bondowner Representative (and 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 Bondowner Representative’s prior written consent in each instance (which consent shall operate and lease not be unreasonably withheld), together with the Managed Containers as 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 its Container Fleet the Project is subject to the Bondowner Representative’s written approval as to form and shall perform 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 Bondowner Representative’s prior written consent if the Borrower uses the approved standard form of residential lease and: (i) Within fifteen (15) days after the Bondowner Representative’s written request therefor, the Bondowner Representative receives a copy of the executed lease (accompanied by all managerial financial information and administrative functions certificates obtained by the Borrower pertaining to the tenant); (ii) The Borrower, acting in good faith and provide exercising due diligence, has determined that the tenant qualifies as a low-income family for purposes of meeting the requirements for obtaining Tax Credits; (iii) The lease meets the standards required by Section 42 of the Code; (iv) The lease meets the requirements of the Bondowner Representative and the Investor Limited Partner; (v) The lease reflects an arm’s-length transaction and, so long as the Construction Disbursement Agreement is in effect, conforms to the projections of the Pro Forma Schedule attached thereto; (vi) The lease does not affect more than one (1) residential unit within the Improvements and is for a minimum term of six (6) months and a maximum term of twelve (12) months, unless otherwise agreed in writing by the Bondowner Representative; and (vii) So long as the Construction Disbursement Agreement is in effect, the lease, together with all leases previously executed, does not cause the Loan to become “out of balance” as that term is defined in Section 1.2(a) of the Construction Disbursement Agreement The Borrower acknowledges that the Loan may become “out of balance” if the landlord’s aggregate economic obligations under the leases exceed, or arrange for the provision of all services and documentation of any nature which it considers necessary or desirable Net Operating Income from the Project fails to meet, the Borrower’s projections for such operation and leasing. obligations, thereby increasing the cost or decreasing the value of the Project. (b) The Manager shall, Bondowner Representative 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 may consider any executed lease it receives to be unsatisfactory if the lease fails to meet any of the requirements of this Agreement. If this happens, or if the Borrower at any time fails to submit any executed lease (aand accompanying information) determine at the time required by this Section, or if any Event of Default has occurred and approve is continuing, the creditworthiness of Bondowner Representative may make written demand on the Borrower to submit all future leases for the Bondowner Representative’s approval prior to execution. The Borrower must comply with any lessee (though such demand by 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, Bondowner Representative. (c) institute The Bondowner Representative’s approval of any lease is for the sole purpose of protecting the Bondowner Representative’s security and prosecute legal proceedings against preserving the Bondowner Representative’s rights under the Loan Documents. No approval by the Bondowner Representative will result in a lessee as permitted by Applicable Lawwaiver of any default of the Borrower. In no event will the Bondowner Representative’s approval of any lease be a representation of any kind with regard to the lease, its enforceability or the financial capacity of any tenant or guarantor. (d) terminate or cancel The Borrower must perform all obligations required to be performed by it as landlord under any Lease Agreement, (e) recover possession lease affecting any part of the Managed Containers from Land or any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in space within the name of the Manager or, if appropriate, in the name of the Owner, or (g) reinstate any Lease AgreementImprovements. 3.3.4 In performing its 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 the 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager shall operate and lease Without limiting the Managed Containers as part foregoing, but subject to the provisions of its Container Fleet and shall perform all managerial and administrative functions and provide or arrange for this Section 7.2, from the provision of all services and documentation of any nature which it considers necessary or desirable for such operation and leasing. The Manager Agreement Date through the Due Diligence Deadline Seller shall, in compliance the ordinary course, negotiate with the Servicing Standardprospective tenants and enter into new leases (on terms that Seller believes, take all actions the Manager deems appropriate in its commercially reasonable business judgment, to ensure compliance by the Lessees with be market terms), enforce the terms of the Leases in all material respects and perform in all material respects all of landlord's obligations under the Leases. Seller will promptly notify Buyer of any Lease Agreementnew leases entered into by, including the exercise of the rights of the lessor thereunder. 3.3.1 With respect or proposals to enter into new leases made by, Seller at least two (2) Business Days prior to the Managed Containers, the Manager shall use reasonable efforts to include in Due Diligence Deadline and provide Buyer with a summary of the terms of each such new lease agreements with lessees a provision requiring lessees to comply with Applicable Law affecting or proposal. After 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 locationDue Diligence Deadline, and the depot where the Managed Container is located while off-hire. 3.3.3 The Manager shall follow the Credit and Collection Policy at least three (3) Business Days prior to becoming legally bound with respect to the leasing any new lease or other agreement or modification of the Managed Containers andexisting Leases or other agreement, subject Seller shall consult with and seek the consent of Buyer, and shall provide reasonable detail to Buyer including, at Buyer's request, copies of the relevant documentation, with respect thereto. Any consent to be given by Buyer pursuant to this Section 7.2 shall be granted or withheld in Buyer's sole and absolute discretion, and shall be deemed granted if Buyer does not respond in writing to Seller's request for said consent within three (3) Business Days after receipt thereof. Prior to the terms of such Credit and Collection PolicyClosing Date, Seller shall have the Manager mayright, in its sole discretion but not the obligation (a) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 the 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 except to the extent that Seller's failure to act shall constitute a waiver of such leases relate rights or remedies), to enforce the rights and remedies of the landlord under the Leases, by summary proceedings or otherwise, but after the expiration of the Due Diligence Deadline, Seller shall not apply all or any portion of any security deposit then held by Seller toward any loss or damage incurred by Seller by reason of any defaults by any tenants under the Leases. With respect to any application by Seller, prior to the Managed Containers)expiration of the Due Diligence Deadline, on behalf ofof any tenant security deposit held by Seller, and for Seller will deliver, in connection with any such application, written notice to the benefit of, applicable tenant(s) under the Indenture TrusteeLeases indicating that its security deposit has been or is being so applied. Seller shall provide Buyer with written notice within three (3) Business Days after any action taken by Seller pursuant to the foregoing provisions.

Leasing. The Manager shall operate (a) Enter into a new individual Lease or a Lease renewal affecting space (i)consisting of 20% or more of the space (measured by square footage in an MOB Property) of any MOB Property or (ii) which requires the payment of rent which is less than 95% of the "target effective rental rate" (as defined in the applicable Approved Annual Budget) for rent for such MOB Property as set forth in the applicable Approved Annual Budget (a "Material Lease"), or -------------- modify or amend the same, in each case without the consent of the Agent; (b) Terminate a Material Lease, without the consent of the Agent; (c) Enter into from and lease after the Managed Containers date hereof a new Lease or a Lease renewal other than Leases which (taking into account all terms of such Lease, such as rent concessions, landlord's obligations regarding Tenant Improvements and other economic benefits or concessions) provide for "market" rental rates and other market terms; (d) Fail to (i) observe and perform the obligations imposed upon the lessor under the Leases with respect to an MOB Property in a commercially reasonable manner; or (ii) enforce the material terms, covenants and conditions contained in such Leases upon the part of its Container Fleet and shall perform all managerial and administrative functions and provide the lessee thereunder to be observed or arrange for performed in a commercially reasonable manner; (e) c ollect any of the provision Rents under any Lease more than one (1) month in advance (other than Security Deposits); (f) For purposes of all services and documentation of any nature which it considers necessary or desirable for such operation and leasing. The Manager shallthe foregoing subsections, in compliance separate leases with the Servicing Standardsame Tenant or with Affiliates of a Tenant shall be aggregated. Notwithstanding anything to the contrary in the foregoing, take all actions each Credit Party shall have the Manager deems appropriate right to ensure compliance by the Lessees terminate any Lease in accordance with the terms of any thereof in the event that a default by the Tenant thereunder has occurred; and (g) Any Lease Agreement, including submitted to Agent for the exercise Agent's approval shall be accompanied by a certificate signed by a Responsible Officer of the rights Company stating that said Lease complies in all respects with the requirements of clause (c) above and a summary 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 material terms of such Credit Lease (including the economic terms and Collection Policy, the Manager may, in its sole discretion (a) 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 lesseetermination options), (b) determine that any amount due from any lessee is not collectible, (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 the 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager Until the Closing occurs, Seller shall operate and have the right to ------- lease the Managed Containers as part of Property in its Container Fleet and sole discretion. Seller 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 send a copy of the rights proposed lease to Buyer for its approval, prior to execution (together with a statement of the lessor thereunder. 3.3.1 With amount of the brokerage commission and the estimated amount of the tenant improvements, if any, which will be due with respect to such lease), which approval Buyer shall not unreasonably withhold or delay. If seller shall not receive notice of objection from Buyer on or before 5 pm Central time five (5) business days following Buyer's receipt of a proposed lease, Buyer shall be conclusively deemed to have approved the Managed Containersproposed lease and the amount of the brokerage commission set forth in Seller's notice (all leases set forth on Exhibit "B-1" hereto, the Manager and all leases subsequently approved or deemed approved by Buyer are referred to herein as "Approved Leases" and all commissions approved or deemed approved by Buyer are referred to herein as "Approved Commissions"; and at Closing Exhibit "B-1" shall use reasonable efforts be amended to include in all Approved Leases). Because the terms benefits of lease agreements with lessees a provision requiring lessees new leases shall primarily accrue to comply with Applicable Law affecting the Managed Containers and their usebenefit of Buyer, operation and storage while the Managed Containers are on-hire and the Manager shall use reasonable efforts Buyer hereby agrees 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 reimburse Seller at Closing 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 all amounts expended by Seller with respect to the leasing of the Managed Containers andApproved Leases for tenant improvements, subject together with any Approved Commissions paid by Seller pursuant to the terms of the Approved Leases from the Date of Agreement through the Closing Date provided, however, that it is understood and agreed that Seller shall be solely responsible for the cost of Approved Commissions and tenant improvements to premises occupied by Urban Science Application under an Approved Lease. In addition, except as otherwise set forth herein, Buyer hereby assumes all unpaid obligations of the landlord that are required by the express written terms of the Approved Leases (and all unpaid Approved Commissions due with respect to such Credit and Collection Policy, the Manager may, in its sole discretion (a) 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 lesseeApproved Leases), (b) determine that any amount due from any lessee is not collectibleincluding, (c) institute and prosecute legal proceedings against a lessee as permitted without limitation, all unpaid obligations required by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession the express written terms of the Managed Containers from any lesseeApproved Leases for tenant improvements and other tenant concessions, (f) settle, compromise or release any proceeding or claim against a lessee in Buyer agreeing to assume all tenant improvement construction contracts for work required by the name express written terms of the Manager or, if appropriate, Approved Leases which is in the name progress as of the Owner, or (g) reinstate any Lease AgreementClosing. This provision shall survive the Closing. 3.3.4 In performing its 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 the 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager (a) Borrower covenants and agrees at Borrower’s sole cost and expense to cause Mortgage Borrower to: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Lender prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Lender prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. Borrower shall operate and lease the Managed Containers as part of its Container Fleet not, and shall perform all managerial and administrative functions and provide not allow Mortgage Borrower, without Lender’s prior written consent or arrange for the as otherwise permitted by any provision of all services this Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and documentation of any nature which it considers necessary or desirable for such operation and leasingvoid. The Manager shallNotwithstanding anything contained herein to the contrary, in compliance with no event shall Borrower allow Mortgage Borrower to enter into any Modification that adversely affects the Servicing Standard, take all actions the Manager deems appropriate to ensure compliance by the Lessees with the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Lease Agreement, including Borrower’s Affiliate unrelated to the exercise of the rights of the lessor thereunderProperty. 3.3.1 (b) With respect to executed Leases (including Leases entered into after 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) 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 lesseeEffective Date), (b) determine that any amount due from any lessee is not collectible, (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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, Borrower shall not, without Lender’s prior written consent: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease (provided that notwithstanding the foregoing with respect to Modifications that are not terminations or surrenders of a Lease, Lender’s consent shall not be unreasonably withheld; (ii) waive any of the Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Lender’s prior written consent shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Lender’s consent as of the Requisite Global Majority, execution thereof and that would not have required Lender’s consent if the modified terms had been part of the original lease allterms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Lender that would be applicable to such new Lease), or substantially all(2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the execution of such option and (ii) fair market rent. (c) Lender’s consent shall not be required for Borrower to terminate or accept a surrender of any Lease that is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s good faith judgment is commercially reasonable. Additionally, Lender shall not unreasonably withhold consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (A) where such termination or surrender is by reason of the Managed Containers bona fide default by the tenant in the payment of base rent or other material default or (B) where another creditworthy tenant is willing to an Affiliate lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the Manager or remaining years of such Lease. (d) Unless formally waived in writing by Agent under the Mortgage Loan Agreement, Borrower shall cause Mortgage Borrower to comply with Section 9.3(d) of the Mortgage Loan Agreement. If Agent is not requiring Mortgage Borrower to comply with Section 9.3(d) of the Mortgage Loan Agreement due to a single lessee. 3.3.5 The Manager hereby acknowledges that the Manager and its Affiliates are holding the leases relating formal written waiver in writing or amendment to the Managed Containers (but only Mortgage Loan Documents, Lender may require compliance with said Section 9.3(d) by deposit of any Termination Payments an escrow account established by Lender for such purpose and to be disbursed on the extent that such leases relate to same terms as set forth in Section 9.3(d) of the Managed Containers), on behalf of, and for the benefit of, the Indenture TrusteeMortgage Loan Agreement.

Leasing. The Manager Administrative Agent shall operate be given an opportunity to review leases for rentable space in the Commercial Component; provided, 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 the Managed Containers as part is for rental of its Container Fleet and shall perform less than 7,500 square feet. In no event may any lease contain an option to purchase. In 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 shallother cases, 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 Administrative Agent shall use reasonable efforts to include approve or disapprove any proposed lease within seven (7) Business Days of receipt by Administrative Agent of the lease and all other information reasonably deemed necessary by Administrative Agent in connection with approval of the terms lease. Failure of the Administrative Agent to disapprove any such lease agreements with lessees within such seven (7) Business Day period shall be deemed to be approval of such lease. Administrative Agent shall not unreasonably withhold its approval of any 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 provision requiring lessees subordination, non--disturbance and attornment agreement in a form that is reasonably acceptable 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 Administrative Agent. Borrower shall use commercially reasonable efforts to include in the terms of depot agreements with third-party storage deliver to Administrative Agent within fifteen (15) Business Days following a request therefore, a subordination, non--disturbance 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.attornment agreement and/or an estoppel certificate, for the benefit of Lenders, each Managed Container it will record the on-hire location, the date of on-hire in form 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 substance substantially similar to the leasing forms attached hereto as Exhibit L reasonably satisfactory to Administrative Agent, from such tenant or tenants as Administrative Agent shall specify. Within ten (10) days after the execution thereof, Borrower shall deliver to Administrative Agent copies of the Managed Containers andall leases. Borrower shall not amend or modify any lease requiring approval by Administrative Agent in any material respect, subject to the terms of such Credit and Collection Policy, the Manager may, in its sole discretion (a) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) settle, compromise waive or release any proceeding or claim against a lessee in the name of the Manager or, if appropriate, in the name material provisions thereof. Borrower shall at all times comply with all of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its 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 terms and conditions of the Requisite Global Majority, lease all, or substantially all, leases and shall not permit any violation of the Managed Containers to an Affiliate of the Manager terms thereof or to a single lesseedefault thereunder. 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 for the benefit of, the Indenture Trustee.

Leasing. The Subject to the limitation set forth in the last paragraph of this Section 2. 1 , Manager shall operate do, accomplish and lease the Managed Containers as part of its Container Fleet complete, or cause to be done, accomplished and shall perform completed, all managerial and administrative functions and provide or arrange services necessary for the provision 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) make proposals at appropriate times for the modification of the approved leasing guidelines previously approved by Owner; (b) implement the leasing guidelines approved by Owner and the promotional plan approved by Owner for (i) the procurement of prospective tenants and negotiation of proposed lease with such prospective tenants, and (ii) the advertisement of the Property and the preparation of rental signs, circular matters and such other forms of advertising as are outlined in the promotional plan approved by Owner; (c) negotiate and prepare (or cause to be prepared) all leases, amendments thereto and modifications thereof for the Building (collectively the "Lease Documents") from a standard form approved by Owner, an submit all Lease Documents to Owner for its review. All Lease Documents shall be subject to prior written approval by Owner and no Lease Document shall be binding on or enforceable against Owner unless Owner shall execute the same. In no event shall Manager have authority to execute Lease Documents for the Building on behalf of the Owner; (d) negotiate and prepare (or cause to be prepared) all leases and other agreements for the use and occupancy of the Docks ("Dock Leases") from a standard form approved by Owner. Owner's consent shall not be required for Dock Leases entered into by' Manager on Owner's behalf in the ordinary course of business at rates and on terms approved by Owner; and (e) secure, as fully as reasonably practicable, the compliance of tenants with the terms, covenants, and conditions of their leases, keep tenants informed of all services rules 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 regulations affecting the Managed Containers Property, receive and their use, operation promptly consider 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 locationhandle service requests by tenants, and maintain systematic records showing the depot where the Managed Container is located while off-hire. 3.3.3 The Manager shall follow the Credit and Collection Policy action taken 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) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its duties under this Agreement, the each request. Manager shall use reasonable efforts not have the right, nor the obligation to comply with the Concentration Limits when entering into new Lease Agreements and, in initiate or maintain any event, shall not, legal or administrative proceedings on behalf of Owner without the prior written consent approval of the Requisite Global Majority, lease all, or substantially all, of the Managed Containers to an Affiliate of the Manager or to a single lesseeOwner. 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager Use its best efforts to lease and keep leased to desirable tenants all space held for lease at no less than the prevailing rental rates for similar properties in the community in which the property is located and calculated to provide a reasonable return on investment to OWNER, unless otherwise approved in writing by OWNER. MANAGER shall operate and lease the Managed Containers Premises with each lease identifying the OWNER (or the trade name of the Premises) as part the titleholder of its Container Fleet the Premises and owner of the lease. No lease shall perform be for a term of sixty (60) months or longer, including options, if any. In the event that a lease contract contemplated to be entered into by MANAGER in the 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 managerial and administrative functions and provide or arrange 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 provision performance under the leases, the amount of all services and documentation 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 which it considers necessary or desirable for such operation and leasingof default by MANAGER hereunder. The Manager shallsecurity deposits, in compliance with the Servicing Standardas collected, 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 shall be paid over each month to the Managed ContainersOWNER following the month of collection by MANAGER. Without the specific prior written approval of OWNER, the Manager shall use reasonable efforts to include in the terms of no 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 Premises shall provide for rents the determination of which depends in whole or in part on the Managed Containers andnet 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, subject to the terms of such Credit however, leases and Collection Policy, the Manager subleases may, except as otherwise directed by OWNER or as otherwise provided in its sole discretion (a) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 provide for rental payments based upon a fixed percentage or percentages of the Requisite Global Majority, lease all, receipts or substantially all, of the Managed Containers to an Affiliate of the Manager or to a single lesseesales. 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager (a) This Agreement shall operate be effective from 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, after the date of on-hire execution hereof. Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment ("Equipment") described in Annex A to any schedule delivered pursuant hereto in substantially the form attached hereto as Exhibit No. 1 ("Schedule"). Terms defined or specified in a Schedule and not otherwise defined herein shall have the meanings ascribed to them in such Schedule. Certain definitions are provided in Section 19 hereof. (b) Subject to the terms and conditions hereof, Lessor agrees to purchase the Equipment for an aggregate purchase price of up to $81,658,500 from Lessee and to lease the same to Lessee under a Schedule. Lessor's obligation to purchase and lease any Equipment shall be subject to consummation of the loan to be made by the Lender to Lessor pursuant to the Financing Documents with respect to such Equipment, and receipt by Lessor, on or prior to the earlier of the Basic Term Commencement Date or Last Delivery Date specified in the Schedule with respect to such Equipment, of each of the following documents in form and substance satisfactory to Lessor and the lessee Operating Agent: (i) the Schedule relating to whom the Managed Container is on-hire, the off-hire date of the Managed Container Equipment then to be leased hereunder (which Equipment shall be acceptable to Lessor and the off-hire locationOperating Agent), and the depot where the Managed Container is located while off-hire. 3.3.3 The Manager shall follow the Credit and Collection Policy (ii) an executed ▇▇▇▇ of Sale from Lessee with respect to the leasing Equipment then to be leased hereunder, in the form of Annex B to the applicable Schedule, in favor of Lessor, (iii) Uniform Commercial Code financing statements duly executed by Lessee, describing the Equipment then to be leased hereunder and any Additional Collateral, as reasonably may be required by Lessor or the Operating Agent, together with Uniform Commercial Code lien search reports with respect to Lessee confirming that such Equipment and Additional Collateral is not then subject to a security interest perfected by the filing of a Uniform Commercial Code financing statement against Lessee, or Uniform Commercial Code statements of termination or partial release, as applicable, with respect to any such security interests then having been filed with respect to such Equipment and Additional Collateral, (iv) evidence of insurance which complies with the requirements of Section 6, (v) an appraisal in form and substance, and by an appraiser, satisfactory to Lessor and the Operating Agent, with respect to the Equipment then to be leased hereunder, (vi) a Corporate Guaranty in substantially the form attached hereto as Exhibit No. 3 ("Guaranty"), duly executed by The First American Financial Corporation ("Guarantor"), and (vii) such opinions, certificates and other documents as Lessor or the Operating Agent may reasonably request. In addition, Lessee shall execute and deliver to Edison, on behalf of Lessor, a Borrowing Request in the amount of the Managed Containers andCapitalized Lessor's Cost of the Equipment described on such Schedule, subject not less than five (5) Business Days prior to the terms requested funding of such Credit and Collection Policya Schedule. Simultaneously with the execution of the ▇▇▇▇ of Sale, Lessee shall also execute a Certificate of Acceptance, in the form of Annex C to the applicable Schedule, covering all of the Equipment described in the ▇▇▇▇ of Sale. Upon execution by Lessee of any Certificate of Acceptance, the Manager mayEquipment described thereon shall be deemed to have been delivered to, in its sole discretion (a) 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)irrevocably accepted by, (b) determine that any amount due from any lessee is not collectible, Lessee for lease hereunder. (c) institute and prosecute legal proceedings against a lessee as permitted The amount to be paid by Applicable Law, Lessor with respect to any item of the Equipment shall be not more than the appraised value of such item of the Equipment. (d) terminate LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT WITHOUT ANY ASSISTANCE FROM LESSOR, ANY EDISON PROGRAM PARTY OR ANY OF THEIR RESPECTIVE AGENTS OR EMPLOYEES. LESSOR DOES NOT MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT LEASED HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE. All such risks, as between Lessor and any Edison Program Party, on the one hand, and Lessee, on the other hand, are to be borne by Lessee. Without limiting the foregoing, neither Lessor nor any Edison Program Party shall have any responsibility or cancel liability to Lessee or any Lease other Person with respect to any of the following (i) any liability, loss or damage caused or alleged to be caused directly or indirectly by any Equipment, any inadequacy thereof, any deficiency or defect (latent or otherwise) therein, or any other circumstance in connection therewith; (ii) the use, operation or performance of any Equipment or any risks relating thereto; (iii) any interruption of service, loss of business or anticipated profits or consequential damages; or (iv) the delivery, operation, servicing, maintenance, repair, improvement or replacement of any Equipment. If, and so long as, no Default exists under this Agreement, (e) recover possession of Lessee shall be, and hereby is, authorized during the Managed Containers Term to assert and enforce, at Lessee's sole cost and expense, from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee in the name of the Manager or, if appropriatetime to time, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its duties under this Agreement, the Manager shall use 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 the 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 for the benefit ofaccount of Lessor and/or Lessee, as their interests may appear, whatever claims and rights Lessor may have against any supplier of the Indenture TrusteeEquipment.

Leasing. The Manager shall operate and lease After 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 expiration of the rights of the lessor thereunder. 3.3.1 With respect to the Managed ContainersInspection Period, 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 Seller 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) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 Purchaser (not to be unreasonably withheld, conditioned or delayed): (a) enter into any new residential Lease with a first-time tenant at the Requisite Global MajorityProperty unless such Lease (i) utilizes Seller's standard form lease agreement, in all material respects, (ii) is for a term or not more than fourteen (14) months, (iii) includes rental rates that are consistent with prevailing market rates (the "Rental Guidelines"), and (iv) such first-time tenant at the Property materially satisfies Seller's customary tenant qualification and screening standards in the ordinary course of business; (b) enter into, renew or extend any residential Lease with an existing tenant at the Property unless such Lease (i) utilizes Seller's standard form lease allagreement, in all material respects, (ii) is for a term or substantially allnot more than fourteen (14) months and not less than six (6) months (except for extensions of less than six months on a non-recurring basis in the case of special tenant circumstances), and (iii) includes rental rates that are consistent with the Rental Guidelines; (c) terminate any Lease except by reason of a default by the tenant thereunder; (d) grant any rental concessions to a tenant that are materially inconsistent with the Rental Guidelines; (e) apply any refundable security deposit held by Seller in connection with any Lease except in the event of a termination of the Managed Containers applicable Lease, in the event of damage to an Affiliate the unit upon move-out or otherwise in the ordinary course of business. If Purchaser's consent is requested by Seller as to any of the Manager foregoing, Purchaser agrees to give Seller written notice of approval or disapproval of the proposed amendment within three (3) business days after Purchaser's receipt of such notice. If Purchaser does not respond to a single lessee. 3.3.5 The Manager hereby acknowledges that Seller's request within such time period, then Purchaser will be deemed to have approved such amendment, extension, termination or new Lease. If the Manager Property contains any retail or other commercial space, Seller shall not enter into any new retail Leases without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed (and its Affiliates are holding the leases relating to the Managed Containers (but only such approval shall be deemed given if not given or reasonably withheld within 15 days after written notice from Seller, together with all reasonably relevant supporting documentation, including, without limitation, tenant financial information to the extent that such leases relate to the Managed Containersin Seller's possession), on behalf of, and for the benefit of, the Indenture Trustee.

Leasing. The Manager shall operate exercise efforts in accordance with the Performance Standard to obtain and lease keep residents who are students at the Managed Containers as part [___________________] or other colleges or universities in the vicinity of its Container Fleet the Property (“Resident”, “Student”, and shall perform all managerial “Tenant” used interchangeably throughout) 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 leasingother qualified residents. The Manager shall, using efforts in compliance accordance with the Servicing Performance Standard, take ensure that the tenants receive the services required to be provided by Owner under their leases, to duly and punctually observe and perform on behalf of Owner all actions of Owner’s obligations under the Manager deems appropriate leases, and to ensure compliance by the Lessees with the terms of any Lease Agreementenforce, including the exercise of preserve and keep unimpaired 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 Owner 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 obligations of the Managed Containers in tenants under 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 leases. Manager 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 andauthorized, subject to and in accordance with the Approved Operating Budget and Approved Management Plan, to negotiate, prepare, and execute all residential leases on a substantially similar form of residential lease as approved by Owner, as agent for Owner; provided, however, without the consent of Owner, Manager: (i) except in accordance with the Approved Operating Budget and Approved Management Plan, if applicable, shall not modify, or in any way alter the provisions of any lease in a manner which would reduce the rent thereunder below the applicable rental rate tier set forth in the leasing parameters in the then Approved Operating Budget and Approved Management Plan, shorten the term thereof, impose additional obligations on the landlord thereunder, alter any material, financial or economic term of the lease or reduce the obligations of the tenant thereunder; (ii) shall not consent to any subletting of any part of the Property, to any assignment of any lease by any tenant thereunder, or to any assignment or further subletting of any sublease; and (iii) shall not permit any person to occupy any space in the Property without: (y) a written lease approved by Owner or entered into in accordance with the Approved Operating Budget and Approved Management Plan; and (z) Manager’s receipt on behalf of Owner of any security deposit required under the terms of such Credit lease, a current certificate of insurance (if applicable), and Collection Policy, the Manager may, in its sole discretion (a) determine and approve the creditworthiness payment of any lessee (though the Manager makes no representation or warranty rent required thereunder to be paid prior 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 the 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 for the benefit of, the Indenture Trustee.tenant’s taking occupancy. ​

Leasing. The Manager During the period between the Effective Date and the delivery of the Deposit, Seller shall operate continue to manage 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 Property in the same manner as before the making of this Agreement, the same as though Seller were retaining the Property. Provided, however, Seller shall have no obligation to lease or market the Property and Seller shall have no liability for containers held Leases which are terminated either by agreement between the Seller and the applicable tenant or as a result of a tenant’s default under its Lease. During the period between the delivery of the Deposit and the Closing Date, Seller hereby agrees to (to the extent permitted by applicable law): (i) not enter into any new Lease, renew any existing Lease, or modify any existing Lease for a unit at the Property unless (a) (1) the term of such Lease expires on or before the dates specified on Exhibit F attached hereto for each individual building and (2) the Lease terminates by its express terms on a date certain; and (3) the Lease does not contain any autorenewal or non-termination provisions that benefit the Tenant; or (b) Buyer otherwise waives the requirements of this Section in writing with respect to all or certain tenants; and (ii) cooperate with Buyer in any submissions to governmental authorities relating to Purchaser’s intended use and development of the Property. Upon Buyer’s request, but only after the Deposit has been made, Seller shall deliver a notice of termination (the “120 Day Notice”) to tenants specified by Buyer, provided, however, that Seller shall have no obligation to send the 120 Day Notice if the sending of the 120 Day Notice will result in the Lease being terminated prior to the dates specified on Exhibit F or the date the Lease expires according to its own accountterms (without reference to any tenant holdover or automatic renewal provisions contained in such Lease). In addition, i.e., for each Managed Container it will record Seller and Buyer agree that Buyer shall have the on-hire location, right to cause the Seller to send 120 Day Notices with respect to Leases that expire more than one hundred twenty (120) days after the date of on-hire and the lessee to whom 120 Day Notice, provided that such notices specify that the Managed Container is on-hire, Lease shall not be terminated until the off-hire later of (x) one hundred twenty (120) days after the date of the Managed Container 120 Day Notice; and (y) the off-hire locationdate the Lease expires according to its own terms (without reference to any tenant holdover or automatic renewal provisions contained in such Lease). Seller and Purchaser shall jointly draft the 120 Day Notice, and the depot where the Managed Container is located while off-hire. 3.3.3 The Manager shall follow the Credit and Collection Policy which may contain additional information regarding Purchaser’s intended plans with respect to the leasing Property. Commencing on the date which is fifteen (15) days after delivery of the Managed Containers andDeposit, subject and monthly thereafter until the Closing Date, Buyer shall pay directly to Seller the terms amount of Fifty Thousand and No/100 Dollars ($50,000.00) (a “Vacancy Payment”). Each installment of the Vacancy Payment shall be nonrefundable and shall be fully earned by Seller when paid. The Vacancy Payment shall not be credited against the Purchase Price. Buyer’s failure to pay an installment of the Vacancy Payment when due shall be a material default under this Agreement and in the event of such Credit and Collection Policy, the Manager maydefault, in its sole discretion (a) determine and approve the creditworthiness of addition to any lessee (though the Manager makes no representation or warranty other remedies available to the Owner as to the solvency or financial stability of any lessee)Seller, (b) determine that any amount due from any lessee is not collectible, (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its duties under this Agreement, the Manager shall use reasonable efforts Seller may cease to comply with the Concentration Limits when entering into new obligations of this Section 7.1. During the period between the Effective Date and the Closing Date, if Seller becomes aware that a Unit is going to become vacant for the buildings located at 11011, 11013, 11015, 11017 and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on a date between the Effective Date and the Closing Date (provided that nothing contained in this paragraph shall affect the Seller’s obligations with respect to the Lease Agreements andtermination dates set forth in Exhibit F.), in any eventthen Seller shall give Buyer written notice of such vacancy, shall notdescribing the Lease, without the prior written consent rent and the terms and conditions of the Requisite Global MajorityLease. All terms and conditions shall be substantially similar to those offered to prospective tenants at the Property. Buyer shall have four (4) business days from the receipt of such notice to agree to lease the unit that will become vacant for the rent and upon the terms and conditions specified in such notice by giving written notice to Seller. If Buyer exercises its rights hereunder to enter into a Lease, lease allthe parties shall promptly execute a Lease for said unit, or and Buyer and Seller shall thereafter comply with each of their respective obligations under the Lease until the Closing Date (and thereafter if Closing does not occur). If Buyer does not exercise its rights hereunder to enter into a Lease, Seller may enter into a Lease for that Unit with a third party on substantially allthe same terms as were offered to Buyer and otherwise in compliance with the requirements of this Agreement regarding leasing. All amounts paid by Buyer to Seller under Leases entered into pursuant to this paragraph shall be credited to the Purchase Price at Closing. The provisions of this paragraph shall survive the termination of this Agreement, unless such termination results from a default by Seller under this Agreement. During the period between the Effective Date and the Closing Date, on a monthly basis Seller shall deliver to Buyer copies of the Managed Containers to an Affiliate current rent roll for the Property together with copies of any newly executed Leases or modifications or renewals of Leases. Such rent roll shall be the actual rent roll used by Seller in its operation of the Manager or to a single lesseeProperty. 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 for 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 ContainersAircraft, Airframe or any Engine, so long as no Payment Default, Bankruptcy Default or Event of Default has occurred and is continuing, enter into a lease with any Permitted Air Carrier, but only if: (i) the Borrower shall provide written notice to Security Trustee of the Borrower's intent to enter into a Permitted Lease 10 days in advance of entering into such lease, such notice to be accompanied by the proposed lease documents; (ii) At the time that the Borrower enters into such Permitted Lease, such Permitted Lessee shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, shall not be seeking any reorganization or any readjustment of its debts and shall not be, or shall not have substantially all of its property, in the possession of any liquidator, trustee, receiver or similar person and, if such Permitted Lessee is a Permitted Foreign Air Carrier, the Manager United States then maintains normal diplomatic relations with the country in which such Permitted Lessee has its principal executive offices (or in the case of Taiwan, diplomatic relations at least as good as those in effect on the Borrowing Date); (iii) Any such Permitted Lease: (i) shall use reasonable efforts include provisions for the maintenance, operation, possession, inspection and insurance of, and removal of Liens on, the Aircraft that are the same in all material respects as the applicable provisions of this Security Agreement, (ii) shall provide that such Permitted Lessee may not further lease or transfer its interests (except transfers of the type permitted in Sections 3.2(a) through 3.2(f)), inclusive, in the Aircraft, Airframe or Engines, and (iii) shall be expressly subject and subordinate to include in all the terms of this Agreement and to the rights, powers and remedies of Security Trustee hereunder; (iv) In connection with a lease agreements with lessees to a provision requiring lessees Permitted Foreign Air Carrier, the Borrower shall have furnished Security Trustee and Lender an opinion (reasonably satisfactory to comply with Applicable Law affecting the Managed Containers Lender and their useSecurity Trustee) of counsel (reasonably satisfactory to Lender and Security Trustee), operation and storage while the Managed Containers are on-hire and the Manager shall use reasonable efforts to include in the terms country 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 domicile of the Managed Containers in the same manner as for containers held for its own accountsuch Permitted Foreign Air Carrier, 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 that (i) the terms of such Credit lease are the legal, valid and Collection Policybinding obligations of the parties thereto enforceable under the Laws of such jurisdiction, the Manager may(ii) it is not necessary for Lender or Security Trustee to register or qualify to do business in such jurisdiction, if not already so registered or qualified, as a result, in its sole discretion whole or in part, of the proposed lease, (aiii) determine and approve the creditworthiness Laws of any lessee (though such jurisdiction of domicile require fair compensation by the Manager makes no representation or warranty government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Owner as Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless the Borrower shall provide insurance in the amounts required with respect to hull insurance under Section 3.3(k) covering the requisition of title to the solvency Aircraft, Airframe or financial stability Engines by the government of any lesseesuch jurisdiction so long as the Aircraft, Airframe or Engines are subject to such lease), (biv) determine that any amount due from any lessee is not collectiblethe laws of such lessee's country of domicile would give recognition to the Borrower's title to, (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable LawSecurity Trustee's Lien in respect of, (d) terminate such Engine or cancel any Lease Agreement, (e) recover possession the Airframe and to the registry of such Engine or the Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee Airframe in the name of the Manager orBorrower (or the proposed lessee, if as appropriate), (v) the agreement of such Permitted Foreign Air Carrier that its rights under the lease are subject and subordinate to all the terms of this Agreement and is enforceable against such Permitted Foreign Air Carrier under applicable Law, and (vi) there exist no possessory rights in favor of the Permitted Foreign Air Carrier under such lease under the Laws of such Permitted Foreign Air Carrier's country of domicile that would, upon bankruptcy or insolvency of or other default by the Borrower and assuming that at such time such Permitted Foreign Air Carrier is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with and when permitted by the terms of Section 5 upon the exercise by Security Trustee of its remedies under Section 5; (v) The Borrower shall furnish to Security Trustee a certificate of its regularly retained independent insurance broker to the effect that the insurance required by Section 3.3(k) remains in effect at the time such lease is entered into; (vi) All necessary documents shall have been duly filed, registered or recorded in such public offices in the United States and in such country as may be required fully to preserve the title of the Borrower, and the first priority perfected security interest (subject to Permitted Liens) of Security Trustee, in the name Aircraft, Airframe and Engines; (vii) The Borrower shall reimburse Security Trustee and Lender for all of the Ownertheir reasonable out-of-pocket fees and expenses, or (g) reinstate any Lease Agreement. 3.3.4 In performing its 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 notincluding, without limitation, reasonable fees and disbursements of counsel, incurred by Security Trustee or Lender in connection with any such lease; and (viii) The Borrower shall have furnished to Security Trustee an Officer's Certificate to the prior written consent of the 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 effect that the Manager and its Affiliates are holding the leases all conditions precedent provided for herein relating to the Managed Containers (but only to the extent that entry into such leases relate to the Managed Containers), on behalf of, and for the benefit of, the Indenture Trusteelease have been complied with.

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) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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, Seller shall not, without the Purchaser's prior written consent (a) enter into any new lease for an apartment unit with a first-time tenant unless the lease is on the Seller's standard form, is for a period of no more than one (1) year and the rent shall be not less than the amount of rent for the applicable type of unit shown on Exhibit C attached hereto; or (b) enter into, and, renew or extend any Lease for an apartment unit with an existing tenant unless the lease is on Seller's standard form, is for a period of not more than one (1) year and not less than seven (7) months and that the rent for the amended, renewal or extension term shall not be less than the amount of rent noted of rent for the applicable type of unit shown on Exhibit C attached hereto; (c) terminate any Lease except by reason of a default by the tenant thereunder; or (d) grant any concessions to a tenant. On or prior to the Closing, as a condition to the Closing for the benefit of Purchaser, Seller shall have performed all work necessary (including, without limitation, supplying operable kitchen appliances, installing new carpeting or cleaning existing carpeting, and repainting) to make all apartment units within the Property that have been vacated for more than five (5) days prior to the Closing ready for occupancy by incoming tenants, consistent with Seller's past practices (the "Ready Work"). In the event that all Ready Work has not been completed prior to the Closing, Purchaser may elect to either (a) terminate this Agreement and the Deposit shall be returned to Purchaser, and neither party shall have further rights or obligations pursuant to this Agreement, or (b) waive the completion of the Requisite Global MajorityReady Work, lease allproceed to close the transaction, or substantially all, and receive a credit on account of the Managed Containers incomplete Ready Work in an amount to an Affiliate of be reasonably determined by Seller and Purchaser at Closing. Notwithstanding 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 foregoing, all such Ready Work shall be to the extent that such leases relate to the Managed Containers), on behalf of, and for the benefit of, the Indenture Trusteeconsistent with Seller's previous practices.

Leasing. (a) The Manager Borrower covenants and agrees at Borrower’s sole cost and expense to cause Mortgage Borrower: (a) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (b) (x) give Lender prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any of the Major Leases and Significant Leases and (y) use commercially reasonable efforts to give Lender prompt written notice of any default in the payment of base rent or any other material default which occurs with respect to any other Leases, whether the default be that of the lessee or of the lessor; and (c) exercise diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property. The Borrower shall operate and lease the Managed Containers as part of its Container Fleet not, and shall perform all managerial and administrative functions and provide not allow Mortgage Borrower to, without the Lender’s prior written consent or arrange for the as otherwise permitted by any provision of all services this Loan Agreement: (i) execute any other assignment relating to any of the Leases; (ii) collect rentals more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment by any lessee under any office lease other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other deed of trust or encumbrance. Any attempted action in violation of this Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.4 of this Agreement shall be null and documentation of any nature which it considers necessary or desirable for such operation and leasingvoid. The Manager shallNotwithstanding anything contained herein to the contrary, in compliance no event shall Borrower allow Mortgage Borrower to enter into any Modification that adversely affects the economic terms of a Lease based on lessee’s or lessee’s Affiliates relationship or business dealing with Borrower or any Borrower’s Affiliate unrelated to the Servicing StandardProperty. (b) With respect to executed Leases (including Leases entered into after the Effective Date), take all actions the Manager deems appropriate Borrower shall not, and shall not allow Mortgage Borrower to, without (1) Lender’ prior written consent if such Lease is a Major Lease, or (2) the Lender’s prior written consent with respect to ensure compliance by the Lessees with the terms any other Lease: (i) permit or allow any change, amendment, modification, assignment, surrender, renewal, extension or termination (each a “Modification”) of any Lease Agreement, including (provided that notwithstanding 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 foregoing with respect to the leasing Modifications that are not terminations or surrenders of a Lease, Lender’s consent, shall not be unreasonably withheld; (ii) waive any of the Managed Containers Borrower’s rights or remedies, other than such rights which are de minimis in nature; or (iii) otherwise consent to any material change in the obligations, duties or liabilities of a tenant; provided however that Lender’s prior written consent, shall not be required (1) for any Modification of any Lease entered into after the date hereof that did not require Lender’s consent as of the execution thereof and that would not have required Lender’s consent if the modified terms had been part of the original lease terms (or if such Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Lender that would be applicable to such new Lease), or (2) any Modification of any Existing Lease, so long as such modification does not (y) reduce the amount (except (I) with respect to any amounts (other than base rent) that are past due, in accordance with Borrower’s customary operating procedures or in good faith settlement of any claims and (II) with respect to any amounts (other than base rent) that have not yet become due, discounts, in Borrower’s good faith judgment, that are commercially reasonable and, subject with respect to clause (II), in no event to exceed $10,000 in the aggregate with respect to all Leases on a monthly basis) or change the timing for payment of rent of such Existing Lease, or otherwise result in such Existing Lease having materially less favorable terms or (z) change the term of such Existing Lease, provided, however any Modification to an Existing Lease shall be permitted if such Existing Lease as modified would have been permitted hereunder as a new Lease (after obtaining the approval of Lender that would be applicable to such new Lease)), or (3) any Modification evidencing lease renewal options allowing for renewal at the greater of (i) the rent payable prior to the terms execution of such Credit option and Collection Policy, the Manager may, in its sole discretion (aii) 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, fair market rent. (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable Law, (d) Lender’s consent shall not be required for Borrower or Mortgage Borrower to terminate or cancel accept a surrender of any Lease Agreementthat is not a Major Lease or a Significant Lease where either (i) there is a bona fide default by the tenant thereunder in the payment of base rent or otherwise in material default or (ii) such termination or surrender in Borrower’s or Mortgage Borrower’s good faith judgment is commercially reasonable. Additionally, the Lender shall not unreasonably withhold consent to a termination or acceptance of a surrender of a Lease that is a Major Lease or Significant Lease, respectively (eA) recover possession where such termination or surrender is by reason of the Managed Containers from any lessee, (f) settle, compromise or release any proceeding or claim against a lessee bona fide default by the tenant in the name payment of base rent or other material default or (B) where another creditworthy tenant is willing to lease the related space and the net effective rent that would be paid by the replacement tenant would exceed the net effective rent being paid by the tenant whose Lease is being terminated or surrendered for each of the Manager or, if appropriate, in the name remaining years of the Owner, or (g) reinstate any Lease Agreementsuch Lease. 3.3.4 In performing its 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 the 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager (a) This Agreement shall operate be effective from and after the date of execution hereof. Subject to the terms and conditions set forth below, Lessor will (i) acquire and/or construct and lease to Lessee certain leasehold improvements (collectively, the Managed Containers "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 certain items of equipment (the "EQUIPMENT") pursuant to schedules (each a "SCHEDULE") incorporating the terms of this Agreement, in substantially the form attached hereto as 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 leasingExhibit 1. The Manager shallLeasehold Improvements shall be constructed only at those locations at which the Equipment will be installed and operated by Lessee or its Subsidiary as a "General Cinema Theater". The Equipment and the Leasehold Improvements are sometimes hereinafter called collectively the "Lease Assets." The Lessor shall acquire and lease to the Lessee only such Lease Assets as are, or shall from time to time be, described in compliance with Annex A to any Schedule hereto. Terms defined in a Schedule and not otherwise defined herein shall have the Servicing Standardmeanings ascribed to them in such Schedule. (b) Lessor and Lessee have previously entered into that certain Agency Agreement dated as of November 15, take all actions 1996 (the Manager deems appropriate "AGENCY AGREEMENT") pursuant to ensure compliance by the Lessees which Lessor appointed Lessee as its agent to acquire and pay for on behalf of Lessor, Lease Assets in accordance with the terms of any Lease Agreement, including the exercise and conditions of the rights 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 lessor thereunder.following documents in form and substance satisfactory to Lessor: 3.3.1 With respect (i) a Schedule relating to the Managed Containers, Lease Assets then to be leased thereunder, (ii) evidence of insurance which complies with the Manager shall use reasonable efforts to include in the terms requirements of lease agreements with lessees Section IX, (iii) 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 Bill ▇▇ Sale executed by Lessee or other vendor with respect to the leasing 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 not in default under this Agreement, and there exists no Default (as hereinafter defined) or event which, with the giving of notice or the lapse of time (or both), would become such a Default, (vi) such Uniform Commercial Code Financing Statements, or Statements of Termination, Release or Partial Release with respect to the Equipment as Lessor reasonably may require, (vii) evidence of Lessee's title or leasehold interest in any real estate ("Real Estate") upon which Leasehold Improvements have been constructed, which shall be (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 Lessor's interest in such land, which policy shall be in form and substance satisfactory to the Lessor in all respects), or (2) for leased land, a copy of the Managed Containers andapplicable Ground Lease, subject to the terms of such Credit and Collection Policy, the Manager may, in its sole discretion which Ground Lease shall expressly (a) determine permit a collateral assignment to, and approve re-assignment by, 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)Lessor, (b) determine that any amount due from any lessee is provide for an initial lease term of not collectibleless than 20 years, and (c) institute otherwise be in form and prosecute legal proceedings against content satisfactory to the Lessor in all material respects, (viii) a lessee as permitted title insurance policy (which shall be an ALTA policy in all states in which such policies are available) issued by Applicable Lawa title insurance company acceptable to the Lessor, which policy shall (a) insure that the Lessee has an ownership or leasehold interest in the Real Estate free and clear of all liens and encumbrances, (b) be accompanied by copies of all documents relating to any proposed exceptions, (d) terminate or cancel any Lease Agreementcontain no exceptions objectionable to the Lessor, (e) recover possession of if required by Lessor, insure the Managed Containers from any lesseeLessor's lien upon Lessee's fee or leasehold estate, and (f) settle, compromise or release any proceeding or claim against a lessee otherwise be in the name of the Manager or, if appropriate, in the name of the Owner, or (g) reinstate any Lease Agreement. 3.3.4 In performing its duties under this Agreement, the Manager shall use 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 the 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 form and its Affiliates are holding the leases relating substance satisfactory to the Managed Containers (but only to the extent that such leases relate to the Managed Containers), on behalf of, and for the benefit of, the Indenture Trustee.Lessor in its discretion,

Leasing. The Manager shall operate and lease After 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 expiration of the rights of the lessor thereunder. 3.3.1 With respect to the Managed ContainersInspection Period, 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 Seller 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) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 Purchaser (not to be unreasonably withheld, conditioned or delayed): (a) enter into any new residential Lease with a first-time tenant at the Requisite Global MajorityProperty unless such Lease (i) utilizes Seller's standard form lease agreement, in all material respects, (ii) is for a term or not more than fourteen (14) months, (iii) includes rental rates that are consistent with prevailing market rates (the "Rental Guidelines"), and (iv) such first-time tenant at the Property materially satisfies Seller's customary tenant qualification and screening standards in the ordinary course of business; (b) enter into, renew or extend any residential Lease with an existing tenant at the Property unless such Lease (i) utilizes Seller's standard form lease allagreement, in all material respects, (ii) is for a term or substantially allnot more than fourteen (14) months and not less than six (6) months (except for extensions of less than six months on a non-recurring basis in the case of special tenant circumstances), and (iii) includes rental rates that are consistent with the Rental Guidelines; (c) terminate any Lease except by reason of a default by the tenant thereunder; (d) grant any rental concessions to a tenant that are materially inconsistent with the Rental Guidelines; (e) apply any refundable security deposit Exhibit M, List of Existing Loan Documents M-20 held by Seller in connection with any Lease except in the event of a termination of the Managed Containers applicable Lease, in the event of damage to an Affiliate the unit upon move-out or otherwise in the ordinary course of business. If Purchaser's consent is requested by Seller as to any of the Manager foregoing, Purchaser agrees to give Seller written notice of approval or disapproval of the proposed amendment within three (3) business days after Purchaser's receipt of such notice. If Purchaser does not respond to a single lessee. 3.3.5 The Manager hereby acknowledges that Seller's request within such time period, then Purchaser will be deemed to have approved such amendment, extension, termination or new Lease. If the Manager Property contains any retail or other commercial space, Seller shall not enter into any new retail Leases without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed (and its Affiliates are holding the leases relating to the Managed Containers (but only such approval shall be deemed given if not given or reasonably withheld within 15 days after written notice from Seller, together with all reasonably relevant supporting documentation, including, without limitation, tenant financial information to the extent in Seller's possession). Seller shall not enter into any new retail Leases without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed, provided, however, that after the expiration of the Inspection Period, Purchaser’s consent may be granted or withheld in Purchaser’s sole and absolute discretion (and such leases relate approval shall be deemed given if not given or reasonably withheld within 15 days after written notice from Seller, together with all reasonably relevant supporting documentation, including, without limitation, tenant financial information to the Managed Containersextent in Seller's possession), on behalf of, and for 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 may select a licensed real estate broker to offer 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 Pure Cycle’s account, i.e.for rental, all Premises that are available for each Managed Container it will record lease. Manager is authorized to advertise the on-hire locationPremises, the date to prepare and secure marketing plans, descriptive material and other forms 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 locationadvertising, and to advertise to brokers who shall be paid from the depot where the Managed Container is located while off-hire. 3.3.3 The Operating Account in accordance with a commission or brokerage agreement entered into by Manager shall follow the Credit and Collection Policy with respect prior to the leasing of the Managed Containers and, subject to the terms of any such Credit and Collection Policy, the Manager may, in its sole discretion Premises. (a) determine and approve All inquiries concerning Leases, renewals, expansions, extensions or continuations of tenancy, for property in the creditworthiness of Premises or any lessee (though the Manager makes no representation or warranty part thereof, shall be referred to the Owner as to the solvency or financial stability Manager. Manager will provide Pure Cycle with annual reports of any lessee), all property available for leasing and subleasing and will provide Pure Cycle with more frequent updates upon Pure Cycle’s request. (b) determine that any amount due from any lessee is not collectible, (c) institute and prosecute legal proceedings against a lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 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 Requisite Global MajorityPremises that does not comply with the Leasing Parameters (defined below). Upon execution by any tenant of any new Lease, lease allLease modification, or substantially allLease 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 such Leases are rejected, Pure Cycle shall reject it and inform Manager of the Managed Containers 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 an Affiliate 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 lease form which is typical of similar leases used for similar property in the area of the Premises and approved by Pure Cycle. All other Leases shall be negotiated on a case-by-case basis with the cooperation and involvement of both Pure Cycle and Manager or but in all events subject to a single lesseePure Cycle’s prior approval. The Adverse Decision provisions of Section 2.1 apply to Pure Cycle’s decisions under this Section. 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 for the benefit of, the Indenture Trustee.

Leasing. The Manager Use its best efforts to lease and keep leased to desirable tenants all space held for lease at no less than the prevailing rental rates for similar properties in the community in which the property is located and calculated to provide a reasonable return an investment to OWNER, unless otherwise approved in writing by OWNER. MANAGER shall operate and lease the Managed Containers Premises with each lease identifying the OWNER (or the trade name of the Premises) as part the titleholder of its Container Fleet the Premises and owner of the lease. No lease shall perform be for a term of sixty (60) months or longer, including options, if any. In the event that a lease contract contemplated to be entered into by MANAGER in the 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 managerial and administrative functions and provide or arrange 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 provision performance under the leases, the amount of all services and documentation 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 which it considers necessary or desirable for such operation and leasingof default by MANAGER hereunder. The Manager shallsecurity deposits, in compliance with the Servicing Standardas collected, 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 shall be paid over each month to the Managed ContainersOWNER following the month of collection by MANAGER. Without the specific prior written approval of OWNER, the Manager shall use reasonable efforts to include in the terms of no 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 Premises shall provide for rents the determination of which depends in whole or in part on the Managed Containers andnet 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, subject to the terms of such Credit however, leases and Collection Policy, the Manager subleases may, except as otherwise directed by OWNER or as otherwise provided in its sole discretion (a) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 provide for rental payments based upon a fixed percentage or percentages of the Requisite Global Majority, lease all, receipts or substantially all, of the Managed Containers to an Affiliate of the Manager or to a single lesseesales. 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 for the benefit of, the Indenture Trustee.

Leasing. The (a) 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 available for lease in the Property is hereinafter referred to as the "Space") during the term of this Agreement. Manager represents that Manager is duly qualified to act in such capacity and that Manager has satisfied all Requirements with respect thereto. Manager shall operate and use its best efforts to 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, Space in compliance accordance with the Servicing Standardprovisions of 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 Approved Operating Budget and Capital Budget, take all actions by approving a Lease or otherwise in writing. Manager does not guarantee that it will be able to lease the Space or any portion thereof, although Manager deems appropriate does agree that it will use its best efforts to ensure compliance by the Lessees do so in accordance with the terms of any Lease this Agreement. (b) 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 exercise renewal, extension, modification, amendment and restatement of the rights presently existing leases, licenses and occupancy agreements (all existing and future leases (including leases of the lessor thereunder. 3.3.1 With respect additional space), licenses and other occupancy agreements, and all renewals, extensions, modifications, amendments and restatements thereof (including pursuant to the Managed Containersextension, the 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 reasonable its best efforts to include in have the Space continuously rented to Tenants satisfactory to Owner, at monthly rentals approved by Owner. All proposed Leases and all of the 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 Commencement Date shall be deemed to have been approved by Owner for all purposes of lease agreements with lessees a provision requiring lessees this Agreement, provided that Owner shall not be deemed 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 have approved any expansion or extension of any such Leases except as expressly provided therein or to include in have approved the terms and provisions of depot agreements with third-party storage any Leases as being applicable or acceptable to any Tenant other than the Tenants thereof. Owner shall refer to Manager all offers 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 accountinquiries by prospective Tenants, i.e.including those from other real estate brokers, 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 renting Space received by Owner. If Owner shall enter into a Lease during the leasing term of the Managed Containers and, subject to the terms of such Credit and Collection Policy, the Manager may, in its sole discretion (a) 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 lessee as permitted by Applicable Law, (d) terminate or cancel any Lease Agreement, (e) recover possession of the Managed Containers from any lessee, (f) 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. 3.3.4 In performing its 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 the Requisite Global Majority, lease all, or substantially all, of the Managed Containers to an Affiliate of the Manager or be entitled to a single lesseeLeasing Commission (as hereinafter defined) in accordance with Section 4.4 whether or not Manager was involved in the negotiation of such Lease. 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 for the benefit of, the Indenture Trustee.

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