Common use of Leasing Clause in Contracts

Leasing. To not enter into any new Lease with respect to the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Lease.

Leasing. To not Borrower shall be permitted to enter into any new Lease with respect Qualified Leases without Agent’s consent. A “Qualified Lease” means a lease or amendment, renewal or extension thereof that (a) provides for rental rates and term, which, in New Borrower’s reasonable judgment (supported by applicable evidence in Agent’s reasonable discretion), are comparable to existing local market rates and terms, (b) is an arms-length transaction, (c) is for a term of not more than six (6) years, but not exceeding the Initial Maturity Date of the New Loan; provided, however, the term of such lease may be more than six (6) years or exceed the Initial Maturity Date if such lease is cancelable after the earlier of six (6) years or the Initial Maturity Date by the landlord thereunder (or successor thereto) on not less than ninety (90) days notice, (d) provides that such lease is subordinate to the Property, without BuyerFirst Lien Mortgage and that the tenant under such lease shall attorn to Agent and (e) is on New Borrower’s standard form lease (which shall be previously approved by Agent). Any lease which is not a Qualified Lease shall be permitted only with Agent’s prior written consent. The exercise of a mandatory renewal option, which consent shall not be considered a new leaseunreasonably withheld, conditioned or delayed. To In the extent specifically disclosed event that Agent fails to and approved by Buyer in connection with any notify Borrower within ten (10) Business Days after receipt of Borrower’s written request for approvalconsent, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written such consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approvalgiven. Seller’s execution of While New Borrower would expect that short-term leases where extensive tenant installation work is not required will generally not require a new non-disturbance agreement (and New Borrower shall not offer one in those circumstances), if and to the extent that New Borrower believes it is appropriate to seek a non-disturbance agreement, whether due to the lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration term, credit of the Due Diligence Periodtenant or expense of required tenant installation, Buyer may Agent will not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration thereto. Upon the second anniversary of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees New Borrower and Agent shall cooperate in all reasonable respects to pay to reevaluate the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, terms and (b) a 4% leasing commission based upon the total annual rent for the term provisions of the new definition of “Qualified Lease”.

Leasing. To The following shall apply so long as (a) the Mezzanine Loan is outstanding or (b) an Event of Default is continuing: Borrower shall not permit Owner to enter into any new a proposed Material Lease with respect to or a proposed renewal, extension or modification of an existing Material Lease without the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of BuyerLender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Buyer Prior to seeking Lender’s consent to any Material Lease, Borrower shall have or shall cause Owner to deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Owner. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within five (5) business days following receipt Business Days of the submission by Borrower or Owner to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower or Owner, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any consent pursuant stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower or Owner provides Lender with a written request for approval (which written request shall specifically refer to this Section 7.3.3 5.10.2 and shall explicitly state in which 14-point bold type that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower or Owner within five (5) Business Days after receipt by Lender of any new the request, the Proposed Material Lease or any proposed renewal, extension or modification or cancellation of any an existing Lease. Failure to respond in writing within said time period Material Lease shall be deemed approved by Lender, and Owner shall be entitled to be an approval. Seller’s execution of a new lease enter into such Proposed Material Lease or proposed renewal, extension or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Material Lease.

Leasing. To not enter into any new Lease with respect to the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, Seller shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond promptly notify Purchaser in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease each proposed renewal, expansion, extension or material modification or cancellation of an existing Tenant Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding and each proposed new leases or modification of existing LeasesTenant Lease. In the event that Seller enters into any wishes to execute a renewal, expansion, extension or material modification of an existing Tenant Lease or a new Tenant Lease with respect after the Effective Date and prior to Closing, Seller shall submit to Purchaser a copy of each such proposed renewal, expansion, extension or material modification of an existing Tenant Lease or new Tenant Lease that Seller wishes to execute and Purchaser shall give notice to Seller in writing, within five (5) Business Days after delivery thereof that Purchaser either approves or disapproves the renewal, expansion, extension or material modification of the existing Tenant Lease or the new Tenant Lease, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith, which approval shall not be unreasonably withheld by Purchaser prior to the Property expiration of Purchaser’s Inspection Period and which may be withheld in Purchaser’s sole and absolute discretion after the expiration of Purchaser’s Inspection Period; provided that if any such renewal, expansion or extension is pursuant to an option or other right expressly contained in a Tenant Lease, Purchaser shall be deemed to have approved such properly exercised renewal, expansion or extension. If Purchaser timely disapproves such renewal, expansion, extension or material modification of an existing Tenant Lease or new Tenant Lease, Seller shall not execute the disapproved renewal, expansion, extension or material modification of the existing Tenant Lease or the disapproved new Tenant Lease. In the event Purchaser fails to notify Seller in writing of Purchaser’s approval or disapproval within such period of five (i5) was entered into Business Days, such failure shall be deemed approved by Purchaser. Subject to the provisions of Section 4(e) above, at Closing, Purchaser shall reimburse Seller for all Tenant Inducement Costs, leasing commissions or other expenses, including reasonable legal fees, paid by Seller in accordance with this Section 7.3.3, pursuant to every renewal or expansion or material modification of an existing Tenant Lease and every new Tenant Lease approved (iior deemed approved) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to by Purchaser and executed after the Effective Date, then Buyer agrees to pay but only to the Sellerextent the amounts of such Tenant Inducement Costs, leasing commissions or other expenses are disclosed to Purchaser in writing on or before the Effective Date, or, as to those new Tenant Leases or any renewal or expansion or material modification of an existing Tenant Lease exercised or executed after the Effective Date, are disclosed to Purchaser in writing at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon time the total annual rent for the term of the new Leasesame are entered into.

Leasing. To The following shall apply so long as (a) the Mezzanine Loan is outstanding, or (b) an Event of Default is continuing: Borrower shall not enter into any new a proposed Material Lease with respect to or a proposed renewal, extension or modification of an existing Material Lease without the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of BuyerLender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Buyer Prior to seeking Lender’s consent to any Material Lease, Borrower shall have deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within five (5) business days following receipt Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any consent pursuant stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 7.3.3 5.10.2 and shall explicitly state in which 14-point bold type that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of any new the request, the Proposed Material Lease or any proposed renewal, extension or modification or cancellation of any an existing Lease. Failure to respond in writing within said time period Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to be an approval. Seller’s execution of a new lease enter into such Proposed Material Lease or proposed renewal, extension or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Material Lease.

Leasing. To not Seller will, and will cause its applicable Subsidiaries to, conduct their leasing activities consistent with past practices subject to changes consistent with prevailing market practices. Seller or the Subsidiaries may enter into any new lease, or amend, modify or terminate any Lease that falls within the guidelines provided in Schedule 6.2-1 of the Disclosure Schedule (the "Leasing Guidelines"). Seller will apprise Purchaser of leasing activities with respect to the PropertyProperties, including notice of any loans made by Seller or any Subsidiary to any Tenant. Seller will not, and will cause its Subsidiaries not to, enter into any new lease, or otherwise amend, modify or terminate any Lease, that does not fall within the Leasing Guidelines without Buyer’s Purchaser's prior written consent. The exercise of a mandatory renewal optionconsent in each instance, shall which consent will not be considered unreasonably withheld, delayed or conditioned. Any notice from Purchaser rejecting a proposed new leaselease or amendment, modification or termination of any Lease that does not fall within the Leasing Guidelines must include a description of the reasons for Purchaser's rejection. To the extent specifically disclosed Purchaser will be provided with monthly leasing reports and permitted to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears attend all leasing meetings. Notwithstanding anything herein to the primary term contrary, except as set forth on Schedule 6.2-2 of the new Lease. FurtherDisclosure Schedule, Seller will not, and will cause its Subsidiaries not to, enter into any new lease, or otherwise amend, modify or cancel terminate any existing Lease, that is over 10,000 square feet (taking into account all expansion options), or enter into any Required Lease covering space in that are not on the Property same terms and conditions set forth on Schedule 9.4(g) of the Disclosure Schedule, whether or not same falls within the Leasing Guidelines without first obtaining the Purchaser's prior written consent of Buyerin each instance, which consent will not be unreasonably withheld, delayed or conditioned. Buyer shall have five (5) business days following receipt of a request for any consent pursuant If Purchaser fails to this Section 7.3.3 in which object to approve or disapprove of any new Lease or any such lease, amendment, modification or cancellation of any existing Lease. Failure to respond in writing termination within said time period shall 5 Business Days, Purchaser will be deemed to be an approval. Seller’s execution of a new lease or have approved that lease, amendment, modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leasetermination.

Leasing. To not enter into Neither the Company nor any new Lease Company Subsidiary shall during the pendency of this Agreement execute or modify in any material fashion any Leases pertaining to premises in excess of 3,000 rentable square feet, other than with respect the prior consent of the USRP Entities, which consent shall be deemed given as to the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To leases or modifications to existing Leases listed on Exhibit 7.2 to this Agreement (the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission "In-Negotiation Leases") (and the cost of tenant improvements or other allowances payable with respect budgets for leasing costs attendant to a new Lease such In-Negotiation Leases as set forth on Exhibit 7.2) and which shall be prorated between Buyer and Seller deemed given if the USRP Entities should fail to approve or disapprove proposed lease matters in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have writing within five (5) business days Business Days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before by the expiration USRP Entities of the Due Diligence PeriodFW Entities' written request. The USRP Entities shall exercise their rights of approval of leasing matters reasonably and in good faith. With respect to new Leases or Lease amendments pertaining to premises of 3,000 rentable square feet or less, Buyer may not unreasonably withhold, condition the Company Subsidiary shall have the right to enter into new Leases or delay its amendments without any need to obtain the consent under this Section 7.3.3; after expiration of the Due Diligence PeriodUSRP Entities, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property provided that (i) was such new Lease or amendment is entered into on an arm's length basis and the applicable Company Subsidiary believes in its good faith reasonable discretion that it is entering into such new Lease or modification on market terms (ii) the USRP Entities shall have approved any period of free rent or abated rent which will continue after the Closing Date and any tenant improvement or similar costs which will be incurred after the applicable Closing Date in excess of the standard tenant improvement allowance customarily provided by Seller the FW Entities to comparable tenants in accordance connection with this Section 7.3.3comparable leases, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (aiii) the tenant improvement allowance set forth in USRP Entities are provided with a copy of the executed Lease or modification documents within three (3) Business Days after such documents are executed. The FW Entities shall use reasonable efforts to continue to seek new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent leases for the term of the new LeaseProperties in a manner consistent with its past and current practices.

Leasing. To From and after the Effective Date, Property Owner shall not enter into any new Tenant Leases or amend, modify, supplement, terminate or extend the existing Tenant Leases without the prior written consent of CBL/OP. CBL/OP shall have 5 Business Days following CBL/OP's receipt of any such draft of a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease to review and approve such draft, which approval shall not be unreasonably withheld, delayed or conditioned with respect to the PropertyPending Transactions (subject to clause (c) below), without Buyer’s prior written consentand which approval shall be in CBL/OP's sole discretion in all other cases (except as provided in the last sentence of this Section 8.4). The exercise failure of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed CBL/OP to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the notify Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond Owner in writing within said time period 5 Business Days of CBL/OP's disapproval of any draft delivered to CBL/OP shall be deemed to constitute CBL/OP's approval thereof. Notwithstanding anything to the contrary contained herein, CBL/OP shall not be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal entitled to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withholddisapprove any term, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event other provision of a default under this Agreement subsequent draft of a proposed new Tenant Lease or a subsequent draft of a proposed amendment, modification, supplement, termination or extension of a Tenant Lease delivered to CBL/OP which (a) has not been changed or modified from any prior draft approved or deemed approved by BuyerCBL/OP, Buyer shall have no further consent rights regarding or (b) constitutes merely a clarification of a term or provision of a proposed new leases Tenant Lease or modification proposed amendment, modification, supplement, termination or extension of existing Leases. In a Tenant Lease without changing the event that Seller enters into any substance thereof or another immaterial change or revision to a proposed new Tenant Lease or proposed amendment, modification, supplement, termination or extension of a Tenant Lease, or (c) is set forth on Exhibit W with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new LeasePending Transactions.

Leasing. To not enter into any new Lease with respect Until the Closing occurs, Seller shall have the right to ------- lease the Property, without Buyer’s prior written consentProperty in its sole discretion. The exercise Seller shall send a copy of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed proposed lease to and approved by Buyer in connection with any request for its approval, any prior to execution (together with a statement of the amount of the brokerage commission and the cost estimated amount of the tenant improvements or other allowances payable improvements, if any, which will be due with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Furthersuch lease), Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. which approval Buyer shall have 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 request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Periodproposed lease, Buyer shall be conclusively deemed to have sole discretion approved the proposed lease and the amount of the brokerage commission set forth in Seller's notice (all such mattersleases set forth on Exhibit "B-1" hereto, 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 be amended to include all Approved Leases). In Because the event benefits of a default under this Agreement by new leases shall primarily accrue to the benefit of Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that hereby agrees to reimburse Seller enters into any new Lease at Closing for all amounts expended by Seller with respect to the Property that (i) was entered into Approved Leases for tenant improvements, together with any Approved Commissions paid by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior pursuant to the Effective Dateterms of the Approved Leases from the Date of Agreement through the Closing Date provided, then 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 agrees 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 pay such Approved Leases), including, without limitation, all unpaid obligations required by the express written terms of the Approved Leases for tenant improvements and other tenant concessions, Buyer agreeing to the Seller, at Closing, (a) the assume all tenant improvement allowance set forth in such new lease to complete landlord’s construction contracts for work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon required by the total annual rent for the term express written terms of the new LeaseApproved Leases which is in progress as of the Closing. This provision shall survive the Closing.

Leasing. To The Property Manager shall use its commercially reasonable efforts to obtain tenants for all vacant rental space in the Property and to renew leases and rental agreements (collectively, “Leases”). In each case, the lease terms must be approved by a unanimous vote of the Tenants in Common; provided, however, the written consent of each Tenant in Common is not enter into required. Lease terms will be deemed approved unless a Tenant in Common gives written notice of rejection to the Property Manager within seventy-two (72) hours of receipt of such Lease terms. At all times during the term of this Agreement, each Tenant in Common that has not given written notice of rejection to the Property Manager within seventy-two (72) hours of receipt of such Lease terms shall be conclusively deemed to have approved such lease and hereby grants the Property Manager a special and limited power of attorney with power and authority to act in the name and on behalf of such Tenant in Common to execute such Leases. In connection with its leasing efforts, the Property Manager may advertise the Property for lease. Notwithstanding anything to the contrary contained herein, the Property Manager shall only provide customary services to tenants of the Property and shall provide no other services to the tenants on behalf of the Tenants in Common. Except as provided in the Operating Plan, the Property Manager shall not, without the prior written approval of the Tenants in Common, give free rental or discounts or rental concessions to any new Lease employees, officers or shareholders of the Property Manager or anyone related to such employees, officers or shareholders unless such discounts or concessions are in lieu of salaries or other benefits to which they would be contractually entitled. The Property Manager shall not lease any space in the Property to itself or to any of its affiliates or subsidiaries except as provided in the Operating Plan, without the prior written consent of the Tenants in Common. The Property Manager shall reasonably investigate all prospective tenants, and shall not rent to persons not meeting credit standards reasonable for the market. The Property Manager shall obtain a credit check for all prospective tenants through TRW or a similar service. The Property Manager shall retain such information for the duration of the tenancy, and shall make it available to the Tenants in Common upon reasonable notice. The Property Manager does not guarantee the accuracy of any such information or the financial condition of any tenant. The Property Manager and the Tenants in Common agree that there shall be no discrimination against or segregation of any person or group of persons on account of age, race, color, religion, creed, handicap, sex or national origin in the leasing of the Property, nor shall the Tenants in Common or the Property Manager permit any such practice or practices of discrimination or segregation with respect to the Propertyselection, without Buyer’s prior written consentlocation, number or occupancy of tenants. The exercise Property Manager shall engage contractors, engineers, architects and other consultants on behalf of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed Tenants in Common to design and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of construct tenant improvements or other allowances payable with respect to a new Lease contemplated by the Leases. The Property Manager shall be prorated between Buyer oversee the design and Seller construction of such tenant improvements. For any contract requiring payment in accordance with their respective periods excess of ownership as it bears to the primary term of the new Lease. Further$50,000, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining Manager shall follow the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this bidding requirements specified in Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Lease2.9.

Leasing. To not enter into From and after the Date of Agreement until the Closing Date, Seller shall have the right to lease the Property in accordance with the provisions of this Section. Prior to execution of any new Lease with respect lease, Seller shall send a copy of the proposed lease (which shall include the name of the proposed tenant and the proposed economic terms) to the Property, without Buyer for Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for 's approval, any together with a statement of the amount of the brokerage commission and the cost estimated amount of the tenant improvements or other and tenant allowances payable and concessions, if any, which will be due with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Furthersuch lease, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. which approval Buyer shall have not unreasonably withhold or delay. If Seller shall not receive notice of objection from Buyer on or before 5 p.m. five (5) business days following Buyer's receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. proposed lease accompanied by the required statement from Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall be conclusively deemed to have sole discretion approved the proposed lease and the amount of the brokerage commission set forth in Seller's notice (all such mattersleases approved or deemed approved by Buyer after the Date of Agreement in accordance with the provisions of this Section are referred to herein as "Approved New Leases", and all commissions approved or deemed approved by Buyer after the Date of Agreement in accordance with the provisions of this Section are referred to herein as "Approved Commissions"). In Because the event benefits of a default under this Agreement by Approved New Leases shall primarily accrue to the benefit of Buyer, Buyer shall have no further consent rights regarding new leases hereby agrees to reimburse Seller at Closing for all amounts specifically described in the statement delivered by Seller to Buyer and thereafter expended by Seller under the terms of the Approved New Leases for the construction of tenant improvements, together with any Approved Commissions paid by Seller pursuant to the terms of the Approved New Leases entered into on or modification after the Date of existing LeasesAgreement through the Closing Date. In addition, Buyer hereby assumes all unpaid obligations of the event landlord that Seller enters into any new Lease are required by the express written terms of the Approved New Leases (and all unpaid Approved Commissions due with respect to such Approved New Leases), including, without limitation, all unpaid obligations required by the Property that (i) was entered into by Seller in accordance with this Section 7.3.3express written terms of the Approved New Leases for tenant improvements and other tenant concessions, and (ii) was not included in the Argus run dated September 22, 2010 delivered Buyer agreeing to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the assume all tenant improvement allowance set forth construction contracts approved by Buyer in such new lease to complete landlord’s writing, for work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon required by the total annual rent for the term express written terms of the new LeaseApproved New Leases which is in progress as of the Closing Date. This provision shall survive the Closing.

Leasing. To not (a) Between the Effective Date and the expiration of the Inspection Period, Seller, in its sole and absolute discretion and without the consent of Purchaser, shall be permitted to enter into any new Lease with respect for space in the Property which is presently vacant or which may become vacant prior to the Propertyexpiration of the Inspection Period. If Seller enters into such a new Lease, Seller will provide Purchaser with written notice of such new Lease at least two (2) business days prior to expiration of the Inspection Period. Between the expiration of the Inspection Period and Closing, Seller shall not, without BuyerPurchaser’s prior written consent. The exercise of a mandatory renewal option, which consent shall not be considered unreasonably withheld or delayed: (a) amend, renew or extend any Lease in any respect, unless required by law or the terms of the existing lease; (b) grant a new written Lease to any tenant occupying space without a written lease; or (c) terminate any lease or tenancy except by reason of a default by the tenant thereunder. To Between the extent specifically disclosed to expiration of the Inspection Period and approved by Buyer in connection with Closing, Seller shall not permit occupancy of, or enter into any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Furtherfor, Seller will not modify or cancel any existing Lease covering space in the Property which is presently vacant or which may hereafter become vacant without first obtaining the giving Purchaser written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration notice of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration identity of the Due Diligence Periodproposed tenant, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease together with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) a copy of the tenant improvement allowance set forth proposed Lease and a summary of the terms thereof in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, reasonable detail and (b) a statement of the amount of the brokerage commission, if any, payable in connection therewith and the terms of payment thereof. If Purchaser approves such proposed Lease, Purchaser shall so notify Seller within four (4% leasing commission based upon ) business days after receipt of Seller’s notice if such notice was personally delivered to Purchaser, or within seven (7) business days after the total annual rent for mailing of such notice by Seller to Purchaser, in which case Seller shall enter into the proposed Lease, and the Reletting Expenses (as hereinafter defined) shall be prorated in each case over the term of the new lease and apportioned as of the Closing and credited in favor of Seller at Closing. If Purchaser does not approve such proposed Lease, provided such Lease was at market rates and otherwise market terms, Seller shall be credited at Closing the rent and additional rent that would have been payable under the proposed Lease, from the date on which the tenant’s obligation to pay rent would have commenced if Purchaser had not objected until the Closing, less the amount of the brokerage commission specified in Seller’s notice and the reasonable cost of decoration or other work required to be performed by the landlord under the terms of the proposed lease to suit the premises to the tenant’s occupancy (the “Reletting Expenses”), prorated in each case over the term of the proposed lease and apportioned as of the Closing. In no event shall the amount so credited to Seller for the Reletting Expenses exceed the sums actually paid by Seller on account thereof.

Leasing. To During the period between the Effective Date and the delivery of the Deposit, Seller shall continue to manage and lease the Property in the same manner as before the making of this Agreement, the same as though Seller were retaining the Property. Provided, however, Seller shall have no obligation to lease or market the Property and Seller shall have no liability for Leases which are terminated either by agreement between the Seller and the applicable tenant or as a result of a tenant’s default under its Lease. During the period between the delivery of the Deposit and the Closing Date, Seller hereby agrees to (to the extent permitted by applicable law): (i) not enter into any new Lease, renew any existing Lease, or modify any existing Lease for a unit at the Property unless (a) (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 terms (without reference to any tenant holdover or automatic renewal provisions contained in such Lease). In addition, Seller and Buyer agree that Buyer shall have the 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 the 120 Day Notice, provided that such notices specify that the Lease shall not be terminated until the later of (x) one hundred twenty (120) days after the date of the 120 Day Notice; and (y) the date the Lease expires according to its own terms (without reference to any tenant holdover or automatic renewal provisions contained in such Lease). Seller and Purchaser shall jointly draft the 120 Day Notice, which may contain additional information regarding Purchaser’s intended plans with respect to the Property. Commencing on the date which is fifteen (15) days after delivery of the Deposit, without Buyer’s prior written consentand monthly thereafter until the Closing Date, Buyer shall pay directly to Seller the amount of Fifty Thousand and No/100 Dollars ($50,000.00) (a “Vacancy Payment”). Each installment of the Vacancy Payment shall be nonrefundable and shall be fully earned by Seller when paid. The exercise of a mandatory renewal option, Vacancy Payment shall not be considered credited against the Purchase Price. Buyer’s failure to pay an installment of the Vacancy Payment when due shall be a new leasematerial default under this Agreement and in the event of such default, in addition to any other remedies available to Seller, Seller may cease to comply with the obligations of this Section 7.1. To During the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission period between the Effective Date and the cost of tenant improvements or other allowances payable Closing Date, if Seller becomes aware that a Unit is going to become vacant for the buildings located at 11011, 11013, 11015, 11017 and 00000 Xxxxxxxxx Xxxx Xxxxx on a date between the Effective Date and the Closing Date (provided that nothing contained in this paragraph shall affect the Seller’s obligations with respect to a new the Lease termination dates set forth in Exhibit F.), then Seller shall give Buyer written notice of such vacancy, describing the Lease, the rent and the terms and conditions of the Lease. All terms and conditions shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears substantially similar to those offered to prospective tenants at the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of BuyerProperty. Buyer shall have five four (54) business days following 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 request Lease, the parties shall promptly execute a Lease for any consent said unit, and Buyer and Seller shall thereafter comply with each of their respective obligations under the Lease until the Closing Date (and thereafter if Closing does not occur). If Buyer does not exercise its rights hereunder to enter into a Lease, Seller may enter into a Lease for that Unit with a third party on substantially the 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 Section 7.3.3 in which paragraph shall be credited to approve or disapprove 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 current rent roll for the Property together with copies of any new Lease newly executed Leases or any modification modifications or cancellation renewals of any existing LeaseLeases. Failure to respond in writing within said time period Such rent roll shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into actual rent roll used by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term its operation of the new LeaseProperty.

Leasing. To not During the Due Diligence Period, Seller shall have the right to enter into any new Lease leases, or amend, modify, terminate or extend any existing Leases with respect to the Property, in either case, in the ordinary course of business of Seller, without Buyer’s the consent of Purchaser, except that Seller agrees to notify Purchaser in writing of any such activity no later than three (3) Business Days prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term end of the new LeaseDue Diligence Period, which may be extended to provide Purchaser with at least three (3) Business Days requisite notice. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before After the expiration of the Due Diligence PeriodPeriod and prior to the Closing, Buyer may Seller shall not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters enter into any new Lease leases, or amend, modify, terminate or extend any existing Leases with respect to the Property Property, in any case without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed, and which consent shall be deemed given if not disapproved in writing within five (5) Business Days of receipt of notice of proposed transaction). A request for consent to a new lease or a request to modify, amend, terminate or extend a Lease shall include the applicable documentation and information about the economic terms of the lease and the costs and expenses that will be the monetary obligation of Purchaser under the lease (including any Leasing Costs and Tenant Inducement Costs, as such terms are defined below). If Purchaser consents to any such new lease, or to the amendment, modification, termination or extension of any existing Lease, and the Closing occurs, Purchaser shall be solely responsible for: (i) was entered into by Seller in accordance with this Section 7.3.3, all Tenant Inducement Costs; and (ii) was not included in the Argus run dated September 22payment of all Leasing Costs thereunder, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance all as set forth in such said new lease or amendment, modification, termination or extension agreement of any existing Lease (collectively, the “Approved Leasing Costs/Tenant Inducement Costs”). Following the Closing, Seller shall have no liability or responsibility for any Approved Leasing Costs/Tenant Inducement Costs. With respect to complete landlord’s work the existing Leases: (A) Seller shall be solely responsible for: (1) all Tenant Inducement Costs; and (2) all unpaid Leasing Costs, (B) if the Closing occurs, Seller shall have no liability or responsibility for: any Leasing Costs or Tenant Inducement Costs for which Purchaser receives a credit against the Purchase Price at Closing as set forth in connection therewith, not to exceed of $20.00 per rentable square footExhibit O, and (bC) following the Closing, Purchaser shall be solely responsible for any Leasing Costs or Tenant Inducement Costs for which Purchaser receives a 4% leasing commission based upon credit against the total annual rent for the term of the new Lease.Purchase Price at Closing as set forth in Exhibit O.

Leasing. To not enter into any new Lease with respect ZAZA shall, in good faith, use its best efforts to (a) obtain oil and gas leases within Prospect Areas identified and mutually approved by the Parties and located in the Eagle Ford Trend Area shown on Exhibit “A”, attached hereto and made a part hereof, on leasing terms acceptable to HESS and substantially comparable to the Propertycurrent competitor leasing terms found in the respective Prospect 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 Prospect Areas and ZAZA shall not offer in excess of such maximum approved royalty and bonus. HESS and ZAZA shall periodically meet (at least once every month) to review leasing efforts and to discuss, identify and solicit approval for the joint acquisition in jointly approved Prospect Areas and to discuss other matters pertinent to lease acquisition. If HESS and ZAZA agree in writing on the acquisition of certain Leases (to be identified by either land descriptions, a plat with an area outlined, or by landowner), then such Leases shall be jointly acquired by ZAZA on behalf of the Parties. HESS is under no obligation to accept any oil and gas lease acquired by ZAZA which does not conform to the above procedures. Subject to the foregoing provisions of this Section 3.2, in the event the Parties cannot agree on the joint acquisition of certain additional leases, or if either HESS or ZAZA separately acquire additional leases within a Prospect Area without Buyer’s prior written consentsuch periodic meeting and subsequent agreement, then such leases shall be subject to the provisions of Section 5.1. ZAZA is not entitled to collect a management fee from HESS for services performed under this Agreement. However, ZAZA shall retain consultants and brokers, both full time and part time, reasonably necessary to assist ZAZA and HESS in the ongoing operations and development of the Eagle Ford Trend Area. HESS shall have the right to approve any multi-year consulting terms. The exercise associated fees and expenses of a mandatory renewal option, all consultants and brokers related to the ongoing operations of the Exploration and Development Program will be billed to HESS at cost (with supporting documentation) and HESS shall not reimburse ZAZA within thirty (30) days of HESS’ receipt of an invoice for such charges from ZAZA. All such consultants and brokers shall be considered a new lease. To the extent specifically disclosed contractors of ZAZA unless otherwise agreed to and approved in writing by Buyer in connection with any request for approval, any brokerage commission HESS and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer consultants and Seller brokers in accordance with their respective periods the provisions of ownership as it bears this Section 3.2. ZAZA shall use its reasonable efforts to assure that the primary term consultants and brokers will be made available to continue to work under HESS, if HESS so desires, and the consultants so agree, within the Prospect Area. ZAZA shall assign to HESS, on a lease by lease basis, an undivided 90% of the new Leaseworking interest acquired in each Lease and a proportionate share of the net revenue interest, reduced by a proportionate 90% share, if applicable, of the Reserved Overriding Royalty Interest. Further, Seller will not modify or cancel any existing Lease covering space The Reserved Overriding Royalty Interest is to be reserved in the Property without first obtaining the written consent favor of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent ZAZA and/or their assigns in all leasehold acquired pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new LeaseAgreement.

Leasing. To not Without limiting the foregoing, but subject to the provisions of this Section 7.2, from the Agreement Date through the Due Diligence Deadline LGI De shall, in the ordinary course, negotiate with prospective tenants and enter into new leases (on terms that LGI De believes, in its commercially reasonable business judgment, to be market terms), enforce the terms of the Leases in all material respects and perform in all material respects all of landlord's obligations under the Leases. LGI De will promptly notify NetREIT of any new Lease leases entered into by, or proposals to enter into new leases made by, LGI De at least two (2) Business Days prior to the Due Diligence Deadline and provide NetREIT with a summary of the terms of each such new lease or proposal. After the Due Diligence Deadline, and at least three (3) Business Days prior to becoming legally bound with respect to any new lease or other agreement or modification of the Propertyexisting Leases or other agreement, without Buyer’s prior written consentLGI 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. The exercise of a mandatory renewal optionAny 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 be considered a new lease. To the extent specifically disclosed respond in writing to and approved by Buyer in connection with any LGI De's request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written said consent of Buyer. Buyer shall have within five (5) business days following Business Days after receipt of a request for any consent pursuant thereof. Prior to this Section 7.3.3 in which the Closing Date, LGI De shall have the right, but not the obligation (except to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure the extent that LGI De's failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto act shall constitute a default hereunder. Before waiver of such rights or remedies), to enforce the rights and remedies of the landlord under the Leases, by summary proceedings or otherwise, but after the expiration of the Due Diligence PeriodDeadline, Buyer may LGI De shall not unreasonably withholdapply 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, condition or delay its consent under this Section 7.3.3; after prior to the expiration of the Due Diligence PeriodDeadline, Buyer shall have sole discretion of any tenant security deposit held by LGI De, LGI De will deliver, in all connection with any such matters. In the event of a default under this Agreement by Buyerapplication, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect written notice to the Property applicable tenant(s) under the Leases indicating that its security deposit has been or is being so applied. LGI De shall provide NetREIT with written notice within three (i3) was entered into Business Days after any action taken by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior LGI De pursuant to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Lease.foregoing provisions. 7.3

Leasing. To not Without limiting the foregoing, but subject to the provisions of this Section 7.2, from the Agreement Date through the Due Diligence Deadline LGI De shall, in the ordinary course, negotiate with prospective tenants and enter into new leases (on terms that LGI De believes, in its commercially reasonable business judgment, to be market terms), enforce the terms of the Leases in all material respects and perform in all material respects all of landlord's obligations under the Leases. LGI De will promptly notify NetREIT of any new Lease leases entered into by, or proposals to enter into new leases made by, LGI De at least two (2) Business Days prior to the Due Diligence Deadline and provide NetREIT with a summary of the terms of each such new lease or proposal. After the Due Diligence Deadline, and at least three (3) Business Days prior to becoming legally bound with respect to any new lease or other agreement or modification of the Propertyexisting Leases or other agreement, without Buyer’s prior written consentLGI 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. The exercise of a mandatory renewal optionAny 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 be considered a new lease. To the extent specifically disclosed respond in writing to and approved by Buyer in connection with any LGI De's request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written said consent of Buyer. Buyer shall have within five (5) business days following Business Days after receipt of a request for any consent pursuant thereof. Prior to this Section 7.3.3 in which the Closing Date, LGI De shall have the right, but not the obligation (except to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure the extent that LGI De's failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto act shall constitute a default hereunder. Before waiver of such rights or remedies), to enforce the rights and remedies of the landlord under the Leases, by summary proceedings or otherwise, but after the expiration of the Due Diligence PeriodDeadline, Buyer may LGI De shall not unreasonably withholdapply 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, condition or delay its consent under this Section 7.3.3; after prior to the expiration of the Due Diligence PeriodDeadline, Buyer shall have sole discretion of any tenant security deposit held by LGI De, LGI De will deliver, in all connection with any such matters. In the event of a default under this Agreement by Buyerapplication, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect written notice to the Property applicable tenant(s) under the Leases indicating that its security deposit has been or is being so applied. LGI De shall provide NetREIT with written notice within three (i3) was entered into Business Days after any action taken by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior LGI De pursuant to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leaseforegoing provisions.

Leasing. To The following shall apply (a) so long as the Mezzanine Loan is outstanding and the Combined LTV is greater than 80%, or (b) an Event of Default is continuing: Borrower shall not enter into any new a proposed Material Lease with respect to or a proposed renewal, extension or modification of an existing Material Lease without the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of BuyerLender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Buyer Prior to seeking Lender’s consent to any Material Lease, Borrower shall have deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within five (5) business days following receipt Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any consent pursuant stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 7.3.3 5.10.2 and shall explicitly state in which 14-point bold type that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of any new the request, the Proposed Material Lease or any proposed renewal, extension or modification or cancellation of any an existing Lease. Failure to respond in writing within said time period Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to be an approval. Seller’s execution of a new lease enter into such Proposed Material Lease or proposed renewal, extension or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Material Lease.

Leasing. To not enter into the best of Borrower’s knowledge, as of the Eighth Amendment Closing Date, no Closing Date Property is subject to any new Lease as of the Closing Date other than (i) the Leases described in the certified rent roll delivered to Lender on the Closing Date or (ii) on Properties that are used as shopping centers, the ground leases where the non-investment grade shop space is bifurcated pursuant to a ground lease by the applicable Subsidiary Guarantor to an Affiliate of Borrower. The applicable Subsidiary Guarantor is the owner and lessor of the landlord’s interest in all Leases. Except for the Permitted Encumbrances, no Person has any possessory interest in any Closing Date Property or right to occupy the same except under and pursuant to the provisions of the Leases. Except as disclosed in the rent roll delivered to Lender on or before the Closing Date, the Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute a default thereunder. The Leases and any related guarantees (including all amendments thereto), if any, delivered to Lender are accurate, true and complete, and there are no oral agreements with respect thereto. No rent due under any of the Leases (other than security deposits, if any) has been paid more than one (1) month in advance of its due date. All work to be performed by the landlord under the Leases has been performed and has been accepted by the tenant(s), and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord under the Leases has already been received by such tenant(s). Except as set forth in the Leases, no tenant has assigned its interest in its Lease or sublet all or any portion of the premises demised thereby, no tenant holds its leased premises under assignment or sublease, nor does anyone except the tenant occupy the leased premises. Except as set forth in the Leases, no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of any Closing Date Property for which the leased premises are a part. No tenant under any Lease has any right or option for additional space in any Closing Date Property, without Buyer’s prior written consent. The exercise No Obligor has any knowledge of any defaults by any tenant under any Lease nor any knowledge that any statement made by or on behalf of a mandatory renewal option, shall not be considered tenant under any Lease in a new lease. To the extent specifically disclosed tenant estoppel certificate delivered to and approved by Buyer Borrower and/or Lender in connection with the Loan contains any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt untrue statement of a request for material fact or omits to state any consent pursuant material fact necessary to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may make statements contained therein not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leasemisleading.

Leasing. To not Sellers will not, prior to the Closing Date, terminate a Lease, enter into any amendment of a Lease, or enter into any new lease or license agreement pertaining to the Property (each, a “Lease Action”) without first: (i) providing Buyer with a copy of the proposed amendment, lease, licensing agreement or the terms of the termination, as applicable, and any agreements giving rise to a leasing commission with respect to the Propertythereto (each, without a “Lease Action Commission Agreement”); and (ii) obtaining Buyer’s prior approval of such Lease Action. Buyer agrees to give Sellers written consent. The exercise notice of approval or disapproval of a mandatory renewal optionproposed Lease Action within two (2) business days after Buyer’s receipt of a copy of the proposed new lease or licensing agreement, Lease amendment or terms of Lease termination, as applicable. If Buyer does not respond to Sellers’ request for Buyer’s approval within such time period, then Buyer will be deemed to have approved the proposed Lease Action. With respect to Sellers’ request for approval of any proposed Lease Action: (A) if such request is delivered by Sellers to Buyer before the date which is three (3) business days prior to the expiration of the Inspection Period, Buyer’s consent shall not be considered a new lease. To unreasonably withheld or conditioned; and (B) if such request is delivered by Sellers to Buyer after the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five date which is three (53) business days following receipt prior to the expiration of the Inspection Period, then Buyer may withhold its consent at its sole discretion. All new amendments to a request for any consent Lease entered into by Sellers pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period 6.1.3 shall be deemed part of such Lease and shall be assumed by Buyer upon Closing in the applicable Assignment(s) (as defined below). All new leases and licensing agreement entered into by Sellers pursuant to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer 6.1.3 shall have sole discretion in all such matters. In the event of be a default Lease under this Agreement and shall be assumed by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included upon Closing in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leaseapplicable Assignment(s).

Leasing. To The following shall apply (a) so long as the Mezzanine Loan is outstanding, (b) an Event of Default is continuing or (c) an Event of Default (as defined in the Mezzanine Loan Documents) is continuing: Borrower shall not enter into any new a proposed Material Lease with respect to or a proposed renewal, extension or modification of an existing Material Lease without the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of BuyerLender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Buyer Prior to seeking Lender’s consent to any Material Lease, Borrower shall have deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within five (5) business days following receipt Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any consent pursuant stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 7.3.3 5.10.2 and shall explicitly state in which 14-point bold type that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of any new the request, the Proposed Material Lease or any proposed renewal, extension or modification or cancellation of any an existing Lease. Failure to respond in writing within said time period Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to be an approval. Seller’s execution of a new lease enter into such Proposed Material Lease or proposed renewal, extension or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Material Lease.

Leasing. To not Prior to the expiration of the Contingency Period, Seller ------- shall have the right to enter into any amendment, renewal or expansion of the existing Lease or of any new Lease respecting the Properties (as applicable, a "New Lease Document"); provided, however, that Seller shall concurrently provide an executed copy of the New Lease Document (together with respect any brokerage agreements, listing agreements or other agreements relating to the Property, without Buyer’s prior written consent. The exercise payment of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer fees or commissions in connection with any request such New Lease Document) to Buyer for approvalits ------------------ review during the Contingency Period as part of Buyer's due diligence respecting the Properties. From and after the expiration of the Contingency Period, any brokerage commission and the cost of tenant improvements or other allowances payable with respect New Lease Document which Seller wishes to a new Lease execute shall be prorated between submitted to Buyer and Seller in accordance with their respective periods of ownership as it bears prior to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyerexecution by Seller. Buyer shall have five (5) business days after its receipt thereof to notify Seller in writing of either its approval or disapproval thereof, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. If Buyer informs Seller within such five (5) business day period that Buyer does not approve the New Lease Document, which approval shall not be unreasonably withheld, then Seller shall have the right to terminate this Agreement in accordance with Section 3.5 by written notice to Buyer within five (5) business days following Seller's receipt of a request for any consent pursuant Buyer's disapproval. If Buyer fails to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond notify Seller in writing of its approval or disapproval within said time the five (5) business day period set forth above, then Buyer shall be deemed to be an approvalhave approved such New Lease Document. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence PeriodAt Closing, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyerreimburse Seller for any Tenant Inducement Costs, Buyer shall have no further consent rights regarding new leases leasing commissions or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into other expenses, including legal fees, incurred by Seller in accordance with this Section 7.3.3, pursuant to any and all New Lease Documents approved (iior deemed approved) was not included in the Argus run dated September 22, 2010 delivered to by Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leasepursuant hereto.

Leasing. To Except as set forth on Schedule C annexed hereto and made a part hereof, Mortgagor represents that there are no Leases now in effect. Mortgagor shall not enter into any new Lease with of all or any part of the Premises or amend, renew, extend or otherwise modify in any material respect to the Propertyany Lease, or, except for security deposits, accept rent for a period of more than three months in advance, without Buyer’s in each instance obtaining Mortgagee's prior written consent. The exercise of a mandatory renewal option, consent thereto which consent shall not be considered unreasonably withheld or delayed. Mortgagor shall not terminate, cancel or permit a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approvalsurrender, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification termination or cancellation of any existing Lease except where the tenant or lessee under such Lease is in default thereunder. Mortgagor shall deliver to Mortgagee a duplicate original of each Lease promptly after the execution thereof. At the option of Mortgagee, each Lease, and all renewals, replacements, extensions, and modifications thereof, and all rights of the tenant thereunder, shall be subject and subordinate to this Mortgage, and to each and every advance made or thereafter made hereunder or under the Notes secured hereby and to all renewals, additions, supplements, modifications, consolidations, spreaders, replacements, and extensions of this Mortgage and all future Leases shall contain provisions obligating the lessees thereunder during the continuance of a Default hereunder to attorn to Mortgagee or any purchaser therefrom if Mortgagee or such purchaser succeeds to the interest of Mortgagor under such Lease. Failure Mortgagor shall fully and promptly perform all of the obligations to respond in writing within said time period be performed by the lessor under any and all Leases. Mortgagor shall do all things necessary to compel the performance and observance of each and every obligation to be performed or observed by the lessees under such Leases. Mortgagor shall give prompt notice to Mortgagee of (a) any notice received by Mortgagor of any default by the lessor under any Lease, (b) the commencement of any action or proceeding by any tenant the purpose of which shall be deemed the cancellation of any Lease or a diminution or abatement of the rent payable thereunder, (c) any notice of default given by Mortgagor to the tenant under any Lease, or (d) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be an approvalpromptly delivered to Mortgagee. Seller’s execution Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a new lease bank or modification trust company and shall not commingle such funds with other funds. Mortgagor shall repay or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all apply such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller funds only in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term provisions of the new Leaseapplicable Leases.

Leasing. To not enter Except as hereinafter set forth, Seller will pay for all Lease Expenses in connection with the Leases, including any New Leases entered into any new after the date of this Agreement in accordance with the applicable Leases and other agreements related thereto, provided, however, Seller is entitled to all reimbursements paid by Tenants for Lease Expenses (including, without limitation, the site work reimbursements to be paid by Lowes at Boulevard Consumer Square (Property #2245), and construction reimbursement to be paid by Walmart at Plattsburgh Consumer Square (Property # 2006) whether paid before or after the applicable Closing. Seller will promptly apprise Purchaser of leasing activities with respect to the PropertyProperties, including notice of any loans made by Seller or any Assigning Affiliate to any Tenant. Except with respect to New Leases which are consistent with the approved Letters of Intent set forth on SCHEDULE 6.2 -1 and except as provided in Section 7.5(a), Seller will not, and will cause each applicable Assigning Affiliate (x) not to, enter into any Lease or New Lease, or otherwise amend or modify any Lease or New Lease, without Buyer’s Purchaser's prior written consent. The exercise consent in each instance, which consent will not be unreasonably withheld, delayed or conditioned, unless such amendment or modification would change the term, reduce the rent, grant a new exclusive use restriction or change the prorata share of a mandatory renewal optionTenant subject to such Lease or New Lease for the calculation of Operating Expenses, in which events consent may be withheld in Purchaser's sole and absolute discretion, and (y) not to terminate any Lease or New Lease without Purchaser's prior written consent in each instance, which consent may be withheld in Purchaser's sole and absolute discretion. Seller shall provide to Purchaser weekly leasing reports and Seller and Purchaser or its designee shall meet weekly by telephone to discuss the leasing reports and other issues relating to the Master Lease Spaces. In the event Seller leases space (approved by Purchaser pursuant to the provisions of this section 6.2) that is not a Master Lease Space Purchaser shall reimburse Seller upon the applicable Closing for all Lease Expenses incurred by Seller. Seller shall not have any obligation to make New Lease Payments or Vacant Space Payments for spaces that are not Master Lease Spaces. Purchaser shall have exclusive control of all leasing activities and leasing decisions from and after the applicable Closing Date, subject to the terms and conditions of the Master Lease, hereinafter defined. Purchaser acknowledges and agrees that Seller may, at Seller's sole cost and expense, (i) relocate PETsMart to the location within New Hartford Consumer Square depicted on SCHEDULE 6.2-2, (ii) relocate Sun Capsule to a different location within Dick's Plaza-Union Road in the location shown on SCHEDULE 6.2-3, (iii) enter into lease modification agreements with Tops permitting Tops to construct fuel facilities provided the construction of the fuel facility does not violate the terms of any lease encumbering a Shopping Center, (iv) enter into lease modification agreements with Dollar Tree for any lease with Dollar Tree in effect as of the date of this Agreement granting Dollar Tree the exclusive use provision set forth on SCHEDULE 6.2-4, (v) modify all Total Tan Leases in effect as of the date of this Agreement located at the Properties to give the Tenant a kick-out right after January 1, 2006, upon twelve (12) months prior written notice, (vi) enter into lease modification agreements with X.X.'s in connection with the expansions at X.X.'s-Hanover/Allentown, PA (Property #2002), Youngmann Plaza (Property #1155), Eastgate Plaza (Property #2085), and X.X.'s Plaza, Hamburg, NY (Property #1653), provided, however, Purchaser shall have the right to review and approve the plans for any such expansion, which shall not be considered a new lease. To unreasonably withheld, conditioned or delayed, and (vii) modify the extent specifically disclosed to Colonial Wine and approved by Buyer Spirits Lease in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership effect as it bears to the primary term of the new Leasedate of this Agreement located at Crossroads Centre (Property #1613) to give the Tenant a kick-out right after January 1, 2006, upon twelve (12) months prior written notice. Further, Seller will not modify covenants and agrees to deliver to Purchaser (or cancel any existing Lease covering space in its designee) photocopies of all outstanding default notices sent during the Property without first obtaining the written consent of Buyer. Buyer shall have prior twelve (12) calendar months within five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before Business Days after the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leasedate hereof.

Leasing. To not enter Prior to Closing, Seller may continue its leasing activity, including entering into any new Lease with respect leases and amendments, renewals, terminations and other modifications of existing Tenant Leases, subject to the Property, without Buyer’s prior written consentapproval rights set forth in this Section 5.1. The exercise Seller agrees to provide Buyer with current information about such leasing activity, including providing copies of a mandatory renewal optionproposals, letters of intent, and term sheets, as and when the same are prepared and sent to tenants and/or prospective tenants from the date hereof to and including the Closing Date. Seller shall not be considered a new leasepromptly provide Buyer with copies of any lease or amendment, renewal, termination or other modification entered into from the date hereof to and including the Closing Date in accordance with the terms of this Section 5.1. To All leases entered into after the extent specifically disclosed to date hereof and approved by Buyer in connection with any request for approval, any brokerage commission and or not requiring the cost approval of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period hereunder shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default “Tenant Leases” hereunder. Before Without the expiration prior written approval of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) at any time, Seller may enter into amendments, renewals, terminations or other modifications required to be undertaken by the tenant improvement allowance set forth in such new lease landlord pursuant to complete landlord’s work in connection therewith, not to exceed the terms of $20.00 per rentable square footthe Tenant Leases, and (b) during the Contingency Period, Seller may enter into new leases and amendments, renewals, terminations and other modifications of existing Tenant Leases which are consistent with the pending lease transactions disclosed in a 4% leasing commission based upon written disclosure from Seller to Buyer given on or before date hereof. Except as expressly provided above, Seller shall not enter into, amend, renew, terminate or otherwise modify any Tenant Lease without the total annual rent for Buyer’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed during the term Contingency Period but may be withheld in Buyer’s sole discretion after the Contingency Period. Buyer shall notify Seller in writing of Buyer's approval or disapproval within five (5) Business Days after the new receipt from Seller of a proposed Tenant Lease or proposed amendment, renewal, termination or modification of an existing Tenant Lease. During the Contingency Period, if Buyer does not approve or disapprove the proposed Tenant Lease or proposed amendment, renewal, termination or modification, as applicable, in writing within such five (5) Business Day period, then Buyer shall be deemed to have approved such Tenant Lease or amendment, renewal, termination or modification, as applicable; provided that the Tenant Lease or amendment, renewal, termination or modification, as applicable, is sent to Buyer with a transmittal letter requesting approval and stating in such letter “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIVE (5) BUSINESS DAYS FROM RECEIPT SHALL BE DEEMED TO BE BUYER’S APPROVAL.”, in boldface type and capitalized letters. After the Contingency Period, if Buyer does not approve or disapprove the proposed Tenant Lease or proposed amendment, renewal, termination or modification, as applicable, in writing within such five (5) Business Day period, then Buyer shall be deemed to have disapproved such Tenant Lease or amendment, renewal, termination or modification, as applicable.

Leasing. To (a) Borrower covenants and agrees at Borrower’s sole cost and expense to: (w) perform the material obligations of lessor contained in the Leases and use commercially reasonable efforts to enforce by all available remedies, at the discretion of Borrower, performance by the lessees of the material obligations of the lessees contained in the Leases; (x) promptly deliver to Administrative Agent copies of all notices of material defaults delivered and/or received by Borrower or Manager to any tenants under any Minor Lease or Major Lease; (y) exercise Borrower’s diligent efforts to keep all portions of the Property that are capable of being leased, leased at all times at rentals commensurate with current market rates for similarly situated property; and (z) to the extent required pursuant to Section 9.3(d) below, upon the exercise of any termination or contraction right by tenant under a Lease, deposit with Administrative Agent the portion of any fees associated with such termination or contraction right that, so long as no Triggering Event has occurred and is continuing, exceeds $500,000 to be disbursed by Agent to pay Leasing Costs pursuant to Section 9.3(d) below. Notwithstanding the foregoing, (x) while any Triggering Event exists, or (y) if the exercise of any termination or contraction right by tenant under a Minor Lease would result in the occurrence of a Triggering Event, then upon the exercise of any termination or contraction right by tenant under a Minor Lease, Borrower shall deposit with Administrative Agent all fees associated with such termination or contraction right, to be disbursed by Agent to pay Leasing Costs pursuant to Section 9.3(d) below. Except for Permitted Liens, Borrower shall not, without the Administrative Agent’s prior written consent or as otherwise permitted by any provision of the Loan Documents: (i) execute any other assignment relating to any of the Leases; (ii) except with respect to any Prepaid TI Rent paid by a tenant pursuant to the terms of the applicable Lease, collect rentals (other than security deposits) more than one (1) month in advance of the time when it becomes due; (iii) consent to any assignment (and for the avoidance of doubt the term assignment shall not include subleases) by any lessee under any office lease requiring Lease Approval other than in accordance with the provisions of the Lease in question; or (iv) subordinate or agree to subordinate any of the Leases to any other 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 new Modification that results in a Lease with respect being on terms that are less favorable to Borrower than commercially reasonable market terms without the Property, without Buyer’s prior written consent. The exercise reasonable approval of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new LeaseAdministrative Agent.

Leasing. To The following shall apply so long as (a) the combined LTV (as defined in the Senior Loan Agreement) is greater than 80% or (b) an Event of Default is continuing: Borrower shall not permit Owner to enter into any new a proposed Material Lease with respect to or a proposed renewal, extension or modification of an existing Material Lease without the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of BuyerLender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Buyer Prior to seeking Lender’s consent to any Material Lease, Borrower shall have or shall cause Owner to deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Owner. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within five (5) business days following receipt Business Days of the submission by Borrower or Owner to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower or Owner, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any consent pursuant stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower or Owner provides Lender with a written request for approval (which written request shall specifically refer to this Section 7.3.3 5.10.2 and shall explicitly state in which 14-point bold type that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower or Owner within five (5) Business Days after receipt by Lender of any new the request, the Proposed Material Lease or any proposed renewal, extension or modification or cancellation of any an existing Lease. Failure to respond in writing within said time period Material Lease shall be deemed approved by Lender, and Owner shall be entitled to be an approval. Seller’s execution of a new lease enter into such Proposed Material Lease or proposed renewal, extension or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Material Lease.

Leasing. To 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 enter into in default in any new Lease with respect 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 Property, without Buyer’s prior written consentprovisions of the applicable Eligible Lease and any Person claiming rights through any such Eligible Tenant. The exercise copy of a mandatory renewal option, shall not be considered a new leasesuch Eligible Lease for the Owned Real Property delivered to Purchaser is true and complete in all material respects and is the entire agreement relating thereto. To No rent (including security deposits) has been paid more than thirty (30) days in advance of its due date. As of the extent specifically disclosed to and approved by Buyer in connection with any request for approvalClosing Date, any brokerage commission and the cost payments, free rent, partial rent, rebate of tenant improvements rent or other payments, credits, allowances payable with respect or abatements required to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears given by the applicable Subsidiary to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space relevant tenant has already been provided to such tenant (including reductions in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual monthly rent for during the term of the new 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 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 that would be adverse to the Purchaser’s interest; (v) the lease is consistent with the Sellers’ internal leasing guidelines; and (vi) the lease is in compliance with all applicable Laws in all material respects.

Leasing. To not In the event that Seller proposes to enter into a Lease after the date of this Agreement, Seller shall provide Buyer with written notice of such Lease, together with any new Lease financial statements or credit reports obtained by Seller with respect to the Property, without Buyer’s prior written consent. The exercise proposed tenant and a summary of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances commissions payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new such proposed Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five three (53) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing such proposed Lease. Failure In the event that Buyer fails to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing such proposed Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Periodin such three (3) business day period, Buyer shall be conclusively presumed to have approved such Lease. In the event that Buyer approves or is deemed to have approved such Lease, Buyer shall assume upon the Closing all of the landlord's obligations under or with respect to such Lease, including without limitation the obligation to install and pay the cost of any tenant improvements contemplated by such Lease and the obligation to pay any and all brokerage commissions payable with respect to such Lease. All such commissions shall be paid by Buyer on or prior to date they are required to be paid by Seller's agreement with the broker (which agreement shall be provided to Buyer with the proposed tenant lease and which agreement shall not be modified by Seller if Buyer approves the lease). In the event that Buyer fails to approve such Lease, Seller may, at its sole discretion election, enter into such Lease. In the event that Seller executes and delivers such Lease, Seller shall so notify Buyer in all writing (each such mattersnotice shall be referred to herein as a "Lease Notice") and Buyer may, at its election exercised by written notice to Seller received by Seller within three (3) business days after Buyer's receipt of Seller's Lease Notice, terminate this Agreement, in which case Buyer and Seller shall have no further rights or obligations to one another under this Agreement (except for Buyer's obligations under Sections 4.4, 5.2(b) and 9.5 hereof). If Seller does not receive written notice of Buyer's election to terminate within such three business day period, Buyer shall be conclusively presumed to have elected to terminate this Agreement. In the event of a default under termination of this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect pursuant to the Property that (i) was entered into by Seller in accordance with this Section 7.3.39.1, and (ii) was not included in the Argus run dated September 22, 2010 delivered Xxxxxxx Money Deposit shall promptly be returned by Escrow Holder to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new LeaseBuyer.

Leasing. To not Following the Effective Date and prior to the expiration of the Contingency Period, Seller shall have the right to enter into any amendment, renewal, termination, extension, waiver or expansion of the existing Lease or of any new Lease respecting the Property (as applicable, each a “New Lease Document”) so long as such New Lease Document is consistent with respect to Seller’s current leasing policies and practices and the PropertyLeasing Commissions and Tenant Inducement Costs do not exceed the amount set forth on Schedule 5.3(b) attached hereto, without Buyer’s prior written consent. The exercise of a mandatory renewal option, which consent shall not be considered unreasonably withheld; provided, however, that Seller shall provide Buyer with a new leasecopy of such proposed New Lease Document (together with any brokerage agreements, listing agreements or other agreements relating to the payment of any Leasing Commissions or Tenant Inducement Costs in connection with such New Lease Document) at least seven (7) Business Days for Buyer’s review and comment prior to executing the same. To From and after the extent specifically disclosed expiration of the Contingency Period, any New Lease Document which Seller wishes to execute shall be submitted to Buyer prior to execution by Seller. Buyer shall also have seven (7) Business Days after its receipt thereof to notify Seller in writing of either its approval or disapproval thereof, including all Tenant Inducement Costs and Leasing Commissions to be incurred in connection therewith. If Buyer informs Seller within such seven (7) Business Day period that Buyer does not approve such New Lease Document (or the same is deemed disapproved pursuant to the following sentence), which approval may be withheld in Buyer’s sole discretion, then this Agreement shall continue in full force and effect and Seller shall not enter into such New Lease Document. If Buyer fails to notify Seller in writing of its approval or disapproval within such seven (7) Business Day period set forth above, then Buyer shall be deemed to have disapproved of such New Lease Document. At Closing, Buyer shall reimburse Seller for any Tenant Inducement Costs and Leasing Commissions or other expenses, including legal fees, incurred by Seller pursuant to and all New Lease Documents approved (or deemed approved prior to the expiration of the Contingency Period) by Buyer pursuant hereto in accordance with and subject to the terms of Section 4.5(b)(vii) above. Seller shall deliver to Buyer copies of all invoices, leasing broker agreements, and other supporting documentation, in Seller’s possession or control, reasonably requested by Buyer in connection with any request for approvalthe foregoing expenses, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease it being understood that Buyer shall be prorated between Buyer and under no obligation to reimburse Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in expenses for which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period reasonable supporting documentation is not provided, which shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leaseinclude cancelled checks.

Leasing. To Seller will not amend or terminate any existing Lease or enter into any new Lease with respect (i) without providing Buyer all relevant supporting documentation, as reasonably determined by Seller, including, without limitation, financial information of the tenant, and Leasing Costs (as defined below), to the Propertyextent in Seller’s possession, and (ii) without Buyer’s prior written consent. The exercise consent (which Buyer may withhold or grant in its sole discretion) with respect to any such amendment or termination of a mandatory renewal optionLease or new Lease which is to be executed after the expiration of the Inspection Period. Buyer agrees to give Seller written notice of approval or disapproval of a proposed amendment or termination of a Lease or new Lease within two (2) business days after Buyer’s receipt of all supporting documentation relevant to the Lease, shall as reasonably determined by Seller. If Buyer does not respond to Seller’s request within such two (2) business day period, then Buyer will be considered a deemed to have approved such amendment, termination or new leaseLease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approvalFor purposes of this Agreement, any brokerage commission and the cost of tenant improvements or other allowances payable “Leasing Costs” means, with respect to a new particular “Lease” (including, without limitation, any amendments or modifications thereto and/or terminations thereof), all capital costs, expenses incurred for capital improvements, equipment, painting, decorating, partitioning and other items to satisfy the initial construction obligations of the landlord under such Lease shall be prorated between Buyer and Seller (including any expenses incurred for legal, architectural or engineering services in accordance with their respective periods respect of ownership the foregoing), “tenant allowances” in lieu of or as it bears reimbursements for the foregoing items, payments made for purposes of satisfying or terminating the obligations of the tenant under such Lease to the primary term landlord under another lease (i.e., lease buyout costs), costs of base building work, free rent and other similar inducements, relocation costs, temporary leasing costs, leasing commissions, brokerage commissions, legal, design and other professional fees and costs, in each case, to the new extent the landlord under such Lease is responsible for the payment of such cost or expense or incurred same in negotiating and/or entering into said Lease. Further, Seller will not modify or cancel any existing Lease covering space in Notwithstanding anything to the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyercontrary contained herein, Buyer shall have no further consent rights regarding new leases right to disapprove any amendment or modification of existing Leases. In the event that to a Lease which Seller enters into any new Lease with respect is required to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3deliver pursuant to said Lease, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for as an amendment which solely extends the term of a Lease or expands premises under a lease pursuant to the new exercise of an option by the tenant under said Lease, but Buyer shall have the right to review and approve discretionary elements of any such amendment or modification as set forth above in this Section 8.1 (e.g., without limitation, the determination of fair market rental during an option term).

Leasing. To The following shall apply so long as (a) the Mezzanine Loan is outstanding, or (b) an Event of Default is continuing: Borrower shall not enter into any new a proposed Material Lease with respect to or a proposed renewal, extension or modification of an existing Material Lease without the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of BuyerLender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Buyer Prior to seeking Lender’s consent to any Material Lease, Borrower shall have deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”) blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Page Material Lease or proposed renewal, extension or modification of an existing Material Lease for which Lender’s approval is required under this Agreement within five (5) business days following receipt Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. If requested by Borrower, Lender will grant conditional approvals of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any consent pursuant stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 7.3.3 5.10.2 and shall explicitly state in which 14-point bold type that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of any new the request, the Proposed Material Lease or any proposed renewal, extension or modification or cancellation of any an existing Lease. Failure to respond in writing within said time period Material Lease shall be deemed approved by Lender, and Borrower shall be entitled to be an approval. Seller’s execution of a new lease enter into such Proposed Material Lease or proposed renewal, extension or modification or cancellation of an existing Material Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Lease.37

Leasing. To not enter into any new Lease with respect to the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, Seller shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond promptly notify Purchaser in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease each proposed renewal, expansion, extension or material modification or cancellation of an existing Tenant Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding and each proposed new leases or modification of existing LeasesTenant Lease. In the event that Seller enters into any wishes to execute a renewal, expansion, extension or material modification of an existing Tenant Lease or a new Tenant Lease with respect after the Effective Date and prior to Closing, Seller shall submit to Purchaser a copy of each such proposed renewal, expansion, extension or material modification of an existing Tenant Lease or new Tenant Lease that Seller wishes to execute and Purchaser shall give notice to Seller in writing, within five (5) Business Days after delivery thereof that Purchaser either approves or disapproves the renewal, expansion, extension or material modification of the existing Tenant Lease or the new Tenant Lease, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith, which approval may be withheld by Purchaser in its sole discretion thereafter up through Closing. If Purchaser timely disapproves such renewal, expansion, extension or material modification of an existing Tenant Lease or new Tenant Lease, Seller shall not execute the disapproved renewal, expansion, extension or material modification of the existing Tenant Lease or the disapproved new Tenant Lease. In the event Purchaser fails to notify Seller in writing of Purchaser’s approval or disapproval within such period of five (5) Business Days, such failure shall be deemed approved by Purchaser. Subject to the Property that (iprovisions of Section 4(e) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Sellerabove, at Closing, Purchaser shall reimburse Seller for all Tenant Inducement Costs, leasing commissions or other expenses, including legal fees, paid by Seller pursuant to every renewal or expansion or material modification of an existing Tenant Lease and every new Tenant Lease approved (aor deemed approved) by Purchaser and executed after the tenant improvement allowance Effective Date. Purchaser acknowledges and agrees that it has approved the form of the proposed lease with Anytime Fitness (dba Cxxxx Fitness Centers, LLC) at Towne Centre at Wxxxxx Chapel (the “Anytime Lease”). In the event that the Anytime Lease has not been executed prior to the Closing Date, then Purchaser and Seller shall execute and deliver the Escrow Agreement, and Two Hundred Ninety-Three Thousand Dollars ($293,000) from the sale proceeds that would otherwise by paid to Seller at Closing shall be held in escrow by the Title Company in accordance with the Escrow Agreement. In the event that the Anytime Lease is executed prior to the Closing Date, then the parties shall not execute and deliver the Escrow Agreement, no funds shall be withheld from the sale proceeds payable to Seller and Purchaser shall receive no credit at Closing (other than the credit set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new LeaseSection 4(e)(v).

Leasing. To not enter into any new Lease with respect Borrower shall be permitted to lease units of the Residential Condominium on terms acceptable to the Lender in its reasonable discretion, provided, however, that (i) no lease shall be for a term longer than twenty-four (24) months, (ii) each lease shall be documented on the standard lease form for residential leases in the State of Texas (it being agreed that the form promulgated by the Texas Apartment Association is a standard lease form), (iii) the rental rate for each lease shall be normal and customary for similar units in the same geographic location as the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, (iv) Borrower shall not be considered a new lease. To the extent specifically disclosed submit each proposed lease to and approved by Buyer in connection with any request Lender for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have review at least five (5) business days following receipt Business Days prior to execution of such lease by Borrower, and (v) each lease shall be executed in strict compliance with the Master Declaration and Residential Condominium Declaration, as the same may be amended from time to time, including without limitation Section 3.2(a) of the Residential Condominium Declaration. Whenever Borrower submits a request lease for any consent pursuant review to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to Lender, Lender may respond in writing with any concerns it has with respect to such lease within said time period five (5) Business Days after such submission. If Lender fails to respond to such submission within such five (5) Business Day period, then Lender shall be deemed to be an approvalhave approved the submitted lease. Seller’s If Lender disapproves any lease submitted by Borrower, Lender shall advise Borrower in writing of its reasons for such disapproval. Upon execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal this Amendment, Lender shall be deemed to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect approved (to the Property extent that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was it has not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (aalready done so) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, leases listed on Exhibit A attached hereto and (b) made a 4% leasing commission based upon the total annual rent for the term of the new Leasepart hereof.

Leasing. To not enter into any new Lease with respect to the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease Administrative Agent shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears given an opportunity to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering review leases for rentable space in the Property without first obtaining the written consent Commercial Component; provided, however, that Administrative Agent's approval of Buyersuch leases will not be required if such lease provides for rents that are at commercially reasonable rates and contain commercially reasonable terms and conditions and are with third--party tenants unrelated to Borrower, or such lease is for rental of less than 7,500 square feet. Buyer In no event may any lease contain an option to purchase. In all other cases, Administrative Agent shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which use reasonable efforts to approve or disapprove any proposed lease within seven (7) Business Days of any new Lease or any modification or cancellation receipt by Administrative Agent of any existing Leasethe lease and all other information reasonably deemed necessary by Administrative Agent in connection with approval of the lease. Failure of the Administrative Agent to respond in writing disapprove any such lease within said time such seven (7) Business Day period shall be deemed to be an approvalapproval of such lease. Seller’s 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 new subordination, non--disturbance and attornment agreement in a form that is reasonably acceptable to Administrative Agent. Borrower shall use commercially reasonable efforts to deliver to Administrative Agent within fifteen (15) Business Days following a request therefore, a subordination, non--disturbance and attornment agreement and/or an estoppel certificate, for the benefit of Lenders, each in form and substance substantially similar to the 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 all leases. Borrower shall not amend or modify any lease requiring approval by Administrative Agent in any material respect, or modification waive or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration release any of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration material provisions thereof. Borrower shall at all times comply with all of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, terms and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term conditions of the new Leaseleases and shall not permit any violation of the terms thereof or default thereunder.

Leasing. To From the expiration of the Inspection Period until the Closing or earlier termination of this Agreement, Seller will endeavor to lease the Property in the customary and ordinary manner consistent with Seller’s current practices in effect as of the Effective Date. If Seller enters into any lease from the Effective Date, through a date three days prior to the expiration of the Inspection Period, Seller shall deliver said lease to Purchaser within two (2) days of full execution of said lease. If Seller desires to enter into a lease from a date three days prior to the end of the Inspection Period through Closing, Seller shall first submit said proposed lease to Purchaser, and Purchaser shall have three (3) days from receipt to approve or disapprove. If Purchaser disapproves of said lease after reasonable review, Purchaser shall notify Seller and Seller shall not enter into any new Lease with respect to the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new said lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and If (i) Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of enters into a new lease or modification or cancellation of an existing Lease following Buyer’s refusal after the Effective Date more than three (3) days prior to consent thereto shall constitute a default hereunder. Before the expiration end of the Due Diligence Period, Buyer may not unreasonably withhold, condition ; or delay its consent (ii) Seller enters into a lease approved by Purchaser and Seller incurs any costs or expenses of entering into and/or performing obligations and/or work under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion or in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding connection with any new leases Leases or renewal or modification of existing LeasesLeases including, tenant improvement and/or leasing commission costs (collectively, “New Tenant Costs”), such costs shall be prorated between Seller and Purchaser, and Purchaser’s portion of said New Tenant Costs shall be credited in favor of Seller at Closing. In New Tenant Costs shall also include tenant improvement costs and commissions for leases commencing during the event Due Diligence Period and prior to Closing, including, without limitation, that certain lease with Visiting Nurse Health System, Inc. dated May 01, 2007. Seller enters into shall supply invoices and statements for all New Tenant Costs to Purchaser at or prior to Closing. If any new Lease with respect to space is vacant at the time of Closing, Purchaser shall accept the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered subject to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leasevacancy.

Leasing. To After the expiration of the Inspection Period, Seller will not, without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed): (a) enter into any new residential Lease with a first-time tenant at the Property unless such Lease (i) utilizes Seller's standard form lease agreement, in all material respects, (ii) is for a term or not more than fourteen (14) months, (iii) includes rental rates that are consistent with prevailing market rates (the "Rental Guidelines"), and (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 agreement, in all material respects, (ii) is for a term or not more than fourteen (14) months and not less than six (6) months (except for extensions of 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 applicable Lease, in the event of damage to 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 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 Seller's request within such time period, then Purchaser will be deemed to have approved such amendment, extension, termination or new Lease. If the Property contains any retail or other commercial space, Seller shall not enter into any new Lease with respect to retail Leases without the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five Purchaser, not to be unreasonably withheld, conditioned or delayed (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period and such approval shall be deemed to be an approval. given if not given or reasonably withheld within 15 days after written notice from Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withholdtogether with all reasonably relevant supporting documentation, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Periodincluding, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyerwithout limitation, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect tenant financial information to the Property that (i) was entered into by Seller extent in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Lease's possession).

Leasing. To not enter into any new Lease Use its best efforts to lease and keep leased to desirable tenants all space held for lease at no less than the prevailing rental rates for similar properties in the community in which the property is located and calculated to provide a reasonable return an investment to OWNER, unless otherwise approved in writing by OWNER. MANAGER shall lease the Premises with respect to each lease identifying the Property, without Buyer’s prior written consent. The exercise OWNER (or the trade name of a mandatory renewal option, shall not be considered a new the Premises) as the titleholder of the Premises and owner of the lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease No lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary for a term of the new Lease. Furthersixty (60) months or longer, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Periodincluding options, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leasesif any. In the event that Seller enters 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 new Lease such proposed lease or amendment thereto. If OWNER fails to advise MANAGER within four (4) days after receipt of such notice, it shall be presumed that OWNER granted OWNER'S written approval thereto and, accordingly, MANAGER shall be authorized to execute such lease contract in the name of OWNER without being in violation of MANAGER'S duties hereunder. All leases of the Premises shall remain the property of OWNER and copies shall be promptly provided to OWNER. MANAGER shall have the right, without prior consent, at OWNER'S expense, to repair, alter, modify and improve (as distinguished from expand) the existing structures, in connection with any such lease; prior approval, however, of OWNER to be secured by MANAGER on all such matters involving costs in excess of Twenty Thousand Dollars ($20,000) for any one item. MANAGER may collect from lessees, security deposits as security for the performance under the leases, the amount of such security deposits to be for such sum as is customary in the locality of said real estate. Failure by MANAGER to obtain any security deposit shall not constitute any nature of default by MANAGER hereunder. The security deposits, as collected, shall be paid over each month to the OWNER following the month of collection by MANAGER. Without the specific prior written approval of OWNER, no lease with respect to the Property that (i) was entered into Premises shall provide for rents the determination of which depends in whole or in part on the net income or net profits derived by Seller any person from such property and no tenant shall be permitted to sublease any property wherein the determination of rent depends in accordance with whole or in part on the net income or net profits derived by any person from such property; provided, however, leases and subleases may, except as otherwise directed by OWNER or as otherwise provided in this Section 7.3.3Agreement, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission provide for rental payments based upon the total annual rent for the term a fixed percentage or percentages of the new Leasereceipts or sales.

Leasing. To The Borrower will take or cause to be taken all reasonable steps within the power of the Borrower to market and lease the leasable area of the Mortgaged Properties. The Borrower will not lease all or any portion of the Mortgaged Property or amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or grant any concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease without the prior written consent of the Agent; provided, however, with respect to any Lease which covers less than 25,000 square feet or provides less than three percent (3%) of the Operating Cash Flow of the Mortgaged Properties, whichever is less, the Borrower may amend, supplement or otherwise modify, terminate or cancel, or accept the surrender of, or consent to the assignment or subletting of, or granting concessions to or waive the performance of any obligations of any tenant, lessee or licensee under any such Lease in the ordinary course of business consistent with sound leasing and management practices for similar properties. The Borrower shall furnish the Agent with executed copies of all Leases hereafter made, and all Leases now or hereafter entered into will be in form and substance subject to the approval of the Agent. Upon the Agent's request, the Borrower shall make a separate and distinct assignment to the Agent as additional security, of all Leases hereafter made. Notwithstanding the foregoing, following the Agent's approval of the "Leasing Parameters" (as hereinafter defined) for the Mortgaged Property, then the Borrower may, without the prior approval of the Agent and (prior to the initial syndication) Goldman, enter into any new Lease provided that the Lease covers less than 25,000 square feet or provides less than three percent (3%) of the Operating Cash Flow of the Mortgaged Properties, is a bona fide arm's length lease entered into in the ordinary course of business with respect to a party unaffiliated with the PropertyBorrower, Guarantor or any Member, falls within the Leasing Parameters and is on the standard lease form (without Buyer’s prior written consentmaterial modification or addition). The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in In connection with any request Lease to be approved by the Agent as provided herein, the Borrower shall submit to the Agent for approvalits approval the identity of the tenant and a summary of the major terms of the Lease (which terms shall include without limitation those matters included within the Leasing Parameters) (collectively the "Major Terms"), any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease Agent's approval shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears limited to the primary term approval of the new Lease. FurtherMajor Terms, Seller will not modify or cancel and provided further that any existing Lease covering space in such terms submitted to the Property without first obtaining Agent for approval shall be deemed approved by the Agent unless the Agent expressly disapproves the same by written consent of Buyer. Buyer notice delivered to the Borrower (which shall have state the reasons for disapproval) within five (5) business days following receipt after the date of a request the delivery of such Lease to the Agent for any consent pursuant approval and all other information reasonably requested by the Agent in order to this Section 7.3.3 in which to approve or disapprove make such determination. Following the approval by the Agent of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period the Major Terms, the Borrower shall be deemed permitted to be an approvalenter into a lease to such tenant which falls within the Major Terms. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before As used herein, "Leasing Parameters" means leasing parameters for the expiration of Mortgaged Property approved by the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, Agent and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Dateinitial syndication) Goldman. Leasing Parameters shall include, then Buyer agrees to pay without limitation, the minimum and maximum term, the minimum rent, tax and operating stops, tenant standard improvements, tenant allowances and other tenant inducements and leasing commissions, and shall be approved by the Agent prior to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed commencement of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for each calendar year during the term of the new Notes. The Borrower will require, and each Lease will require, each tenant to enter into a Nondisturbance, Attornment and Subordination Agreement and to provide an estoppel certificate satisfactory to the Agent upon the request of the Agent. The Agent shall have the right, and the Borrower hereby authorizes the Agent, to communicate directly with any tenant under a Lease to verify any information delivered to the Agent by the Borrower concerning such tenant or such tenant's Lease.

Leasing. To not enter into The Borrower has delivered to the Agent true and complete copies, in all material respects, of the Material Commercial Leases and any new amendments thereto relating to each Pool Property required to be delivered as a part of the Eligible Real Estate Qualification Documents; provided, however, that if Borrower has knowledge that any immaterial part of the lease file for any Material Commercial Lease is missing, Borrower has provided notice to Agent of what is missing and the nature of its contents, if known. An accurate and complete Rent Roll in all material respects as of the date of inclusion of each parcel of Real Estate as a Pool Property with respect to all Leases of any portion of the Real Estate has been provided to the Agent. Except as set forth on Schedule 6.22, as of the Closing Date, no Tenant under any Material Commercial Lease of any Pool Property is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including lease support payments or lease buy-outs, except as reflected in such Material Commercial Leases or such Rent Roll. Except as set forth in Schedule 6.22, as of the Closing Date, the Material Commercial Leases reflected therein are, as of the date of inclusion of the applicable the Real Estate as a Pool Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to in full force and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller effect in accordance with their respective periods of ownership terms, without any payment default or, to Borrower’s Knowledge, any other material default (beyond any applicable notice and cure period) thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any Tenant thereunder. Except as it bears to the primary term reflected in Schedule 6.22, as of the new Lease. FurtherClosing Date, Seller will not modify no Borrower nor any Subsidiary has given or cancel made, any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove notice of any new Lease payment or other material default which remains uncured or unsatisfied, with respect to any modification or cancellation of the Material Commercial Leases of any existing Lease. Failure Pool Property, and to respond in writing within said Borrower’s Knowledge, as of the Closing Date, there is no condition which with the giving of notice or the passage of time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall both would constitute a default hereunder. Before on the expiration part of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease tenant with respect to the material terms under a Material Commercial Lease of any Pool Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in or of the Argus run dated September 22, 2010 delivered to Buyer prior to respective landlord under a Material Commercial Lease. As of the Effective Closing Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance except as set forth in such new lease to complete landlord’s work in connection therewithSchedule 6.22, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon no security deposit or advance rental or fee payment has been made by any lessee or licensor under the total annual rent Material Commercial Leases for the term Pool Properties except as may be specifically designated in the copies of the new Material Commercial Leases furnished to the Agent or as otherwise disclosed to Agent in writing. No Real Estate other than the Real Estate which is the subject of the applicable Pool Property Lease is necessary to comply with the requirements (including parking requirements) contained in such Lease.

Leasing. To not Prior to the expiration of the Contingency Period, Seller shall have the right to enter into any amendment, renewal or expansion of the existing Lease or of any new Lease respecting the Properties (as applicable, a "New Lease Document"); provided, however, that Seller shall concurrently provide an executed copy of the New Lease Document (together with respect any brokerage agreements, listing agreements or other agreements relating to the Property, without Buyer’s prior written consent. The exercise payment of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer fees or commissions in connection with any request such New Lease Document) to Buyer for approvalits review during the Contingency Period as part of Buyer's due diligence respecting the Properties. From and after the expiration of the Contingency Period, any brokerage commission and the cost of tenant improvements or other allowances payable with respect New Lease Document which Seller wishes to a new Lease execute shall be prorated between submitted to Buyer and Seller in accordance with their respective periods of ownership as it bears prior to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyerexecution by Seller. Buyer shall have five (5) business days after its receipt thereof to notify Seller in writing of either its approval or disapproval thereof, including all Tenant Inducement Costs and leasing commissions to be incurred in connection therewith. If Buyer informs Seller within such five (5) business day period that Buyer does not approve the New Lease Document, which approval shall not be unreasonably withheld, then Seller shall have the right to terminate this Agreement in accordance with Section 3.5 by written notice to Buyer within five (5) business days following Seller's receipt of a request for any consent pursuant Buyer's disapproval. If Buyer fails to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond notify Seller in writing of its approval or disapproval within said time the five (5) business day period set forth above, then Buyer shall be deemed to be an approvalhave approved such New Lease Document. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence PeriodAt Closing, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyerreimburse Seller for any Tenant Inducement Costs, Buyer shall have no further consent rights regarding new leases leasing commissions or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into other expenses, including legal fees, incurred by Seller in accordance with this Section 7.3.3, pursuant to any and all New Lease Documents approved (iior deemed approved) was not included in the Argus run dated September 22, 2010 delivered to by Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leasepursuant hereto.

Leasing. To not enter into any new Lease with respect ZAZA shall, in good faith, use its best efforts to (a) obtain oil and gas leases within the Hackberry Creek Project Areas identified and mutually approved by the Parties on leasing terms acceptable to HESS and substantially comparable to the Propertycurrent 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 an area outlined, or by landowner), then such Leases shall be jointly acquired by ZAZA on behalf of the Parties. HESS is under no obligation to accept any oil and gas lease acquired by ZAZA which does not conform to the above procedures. Subject to the foregoing provisions of this Section 3.2, in the event the Parties cannot agree on the joint acquisition of certain additional leases, or if either HESS or ZAZA separately acquire additional leases within the Hackberry Creek Project Area without Buyer’s prior written consentsuch periodic meeting and subsequent agreement, then such leases shall be subject to the provisions of Section 5.1. ZAZA shall retain consultants and brokers, both full time and part time, reasonably necessary to assist ZAZA and HESS in the ongoing operations and development of the Hackberry Creek Project Area. HESS shall have the right to approve any multi-year consulting terms. The exercise associated fees and expenses of a mandatory renewal option, all consultants and brokers related to the ongoing operations of the Exploration and Development Program will be billed to HESS at cost (with supporting documentation) and HESS shall not reimburse ZAZA within thirty (30) days of HESS’ receipt of an invoice for such charges from ZAZA. All such consultants and brokers shall be considered a new lease. To the extent specifically disclosed contractors of ZAZA unless otherwise agreed to and approved in writing by Buyer in connection with any request for approval, any brokerage commission HESS and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer consultants and Seller brokers in accordance with their respective periods the provisions of ownership as it bears this Section 3.2. ZAZA shall assign to the primary term HESS, on a lease by lease basis, an undivided 90% of the new Leaseworking interest acquired in each Lease and a proportionate share of the net revenue interest, reduced by a proportionate 90% share, if applicable, of the Reserved Interest. Further, Seller will not modify or cancel any existing Lease covering space The Reserved Interest is to be reserved in the Property without first obtaining the written consent favor of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent ZAZA and/or their assigns in all leasehold acquired pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new LeaseAgreement.

Leasing. To Except as set forth on Schedule C annexed hereto and made a part hereof, Mortgagor represents that there are no Leases now in effect. Mortgagor shall not enter into any new Lease with of all or any part of the Premises or amend, renew, extend or otherwise modify in any material respect to the Propertyany Lease, or, except for security deposits, accept rent for a period of more than three months in advance, without Buyer’s in each instance obtaining Mortgagee's prior written consent. The exercise of a mandatory renewal option, consent thereto which consent shall not be considered unreasonably withheld or delayed. Mortgagor shall not terminate, cancel or permit a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approvalsurrender, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification termination or cancellation of any existing Lease except where the tenant or lessee under such Lease is in default thereunder. Mortgagor shall deliver to Mortgagee a duplicate original of each Lease promptly after the execution thereof. At the option of Mortgagee, each Lease, and all renewals, replacements, extensions, and modifications thereof, and all rights of the tenant thereunder, shall be subject and subordinate to this Mortgage, and to each and every advance made or thereafter made hereunder or under the Notes secured hereby and to all renewals, additions, supplements, modifications, consolidations, spreaders, replacements, and extensions of this Mortgage and all future Leases shall contain provisions obligating the lessees thereunder during the continuance of a Default hereunder to attorn to Mortgagee or any purchaser therefrom if Mortgagee or such purchaser succeeds to the interest of Mortgagor under such Lease. Failure Mortgagor shall fully and promptly perform all of the obligations to respond in writing within said time period be performed by the lessor under any and all Leases. Mortgagor shall do all NY1-497038 EXECUTION things necessary to compel the performance and observance of each and every obligation to be performed or observed by the lessees under such Leases. Mortgagor shall give prompt notice to Mortgagee of (a) any notice received by Mortgagor of any default by the lessor under any Lease, (b) the commencement of any action or proceeding by any tenant the purpose of which shall be deemed the cancellation of any Lease or a diminution or abatement of the rent payable thereunder, (c) any notice of default given by Mortgagor to the tenant under any Lease, or (d) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be an approvalpromptly delivered to Mortgagee. Seller’s execution Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a new lease bank or modification trust company and shall not commingle such funds with other funds. Mortgagor shall repay or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all apply such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller funds only in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term provisions of the new Leaseapplicable Leases.

Leasing. To not enter into No Closing Date Property is subject to any new Lease as of the Closing Date other than (i) the Leases described in the certified rent roll delivered to Lender on the Closing Date or (ii) on Properties that are used as shopping centers, the ground leases where the non-investment grade shop space is bifurcated pursuant to a ground lease by the applicable Subsidiary Guarantor to an Affiliate of Borrower. The applicable Subsidiary Guarantor is the owner and lessor of the landlord’s interest in all Leases. Except for the Permitted Encumbrances, no Person has any possessory interest in any Closing Date Property or right to occupy the same except under and pursuant to the provisions of the Leases. Except as disclosed in the rent roll delivered to Lender on or before the Closing Date, the Leases are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute a default thereunder. The Leases and any related guarantees (including all amendments thereto), if any, delivered to Lender are accurate, true and complete, and there are no oral agreements with respect thereto. No rent due under any of the Leases (other than security deposits, if any) has been paid more than one (1) month in advance of its due date. All work to be performed by the landlord under the Leases has been performed and has been accepted by the tenant(s), and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord under the Leases has already been received by such tenant(s). Except as set forth in the Leases, no tenant has assigned its interest in its Lease or sublet all or any portion of the premises demised thereby, no tenant holds its leased premises under assignment or sublease, nor does anyone except the tenant occupy the leased premises. Except as set forth in the Leases, no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of any Closing Date Property for which the leased premises are a part. No tenant under any Lease has any right or option for additional space in any Closing Date Property, without Buyer’s prior written consent. The exercise No Obligor has any knowledge of any defaults by any tenant under any Lease nor any knowledge that any statement made by or on behalf of a mandatory renewal option, shall not be considered tenant under any Lease in a new lease. To the extent specifically disclosed tenant estoppel certificate delivered to and approved by Buyer Borrower and/or Lender in connection with the Loan contains any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt untrue statement of a request for material fact or omits to state any consent pursuant material fact necessary to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may make statements contained therein not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leasemisleading.

Leasing. To not Seller shall not, without 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 respect to an existing tenant unless the Propertylease is on Seller's standard form, without Buyer’s prior written consent. The exercise is for a period of a mandatory not more than one (1) year and not less than seven (7) months and that the rent for the amended, renewal option, or extension term shall not be considered 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 new lease. To default by the extent specifically disclosed to and approved by Buyer in connection with tenant thereunder; or (d) grant any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect concessions to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears tenant. On or prior to the primary term Closing, as a condition to the Closing for the benefit of the new Lease. FurtherPurchaser, Seller will not modify shall have performed all work necessary (including, without limitation, supplying operable kitchen appliances, installing new carpeting or cancel any cleaning existing Lease covering space in carpeting, and repainting) to make all apartment units within the Property without first obtaining the written consent of Buyer. Buyer shall that have been vacated for more than five (5) business days following receipt of a request prior to the Closing ready for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. occupancy by incoming tenants, consistent with Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before 's past practices (the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases"Ready Work"). In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was all Ready Work has not included in the Argus run dated September 22, 2010 delivered to Buyer been completed prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, Purchaser may elect to either (a) terminate this Agreement and the tenant improvement allowance set forth in such new lease Deposit shall be returned to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square footPurchaser, and neither party shall have further rights or obligations pursuant to this Agreement, or (b) a 4% leasing commission based upon waive the total annual rent for the term completion of the new LeaseReady Work, proceed to close the transaction, and receive a credit on account of the incomplete Ready Work in an amount to be reasonably determined by Seller and Purchaser at Closing. Notwithstanding the foregoing, all such Ready Work shall be to the extent and consistent with Seller's previous practices.

Leasing. To not enter into any new Lease 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 lease the Premises with respect to each lease identifying the Property, without Buyer’s prior written consent. The exercise OWNER (or the trade name of a mandatory renewal option, shall not be considered a new the Premises) as the titleholder of the Premises and owner of the lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease No lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary for a term of the new Lease. Furthersixty (60) months or longer, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Periodincluding options, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leasesif any. In the event that Seller enters 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 new Lease such proposed lease or amendment thereto. If OWNER fails to advise MANAGER within four (4) days after receipt of such notice, it shall be presumed that OWNER granted OWNER'S written approval thereto and, accordingly, MANAGER shall be authorized to execute such lease contract in the name of OWNER without being in violation of MANAGER'S duties hereunder. All leases of the Premises shall remain the property of OWNER and copies shall be promptly provided to OWNER. MANAGER shall have the right, without prior consent, at OWNER'S expense, to repair, alter, modify and improve (as distinguished from expand) the existing structures, in connection with any such lease; prior approval, however, of OWNER to be secured by MANAGER on all such matters involving costs in excess of Twenty Thousand Dollars ($20,000) for any one item. MANAGER may collect from lessees, security deposits as security for the performance under the leases, the amount of such security deposits to be for such sum as is customary in the locality of said real estate. Failure by MANAGER to obtain any security deposit shall not constitute any nature of default by MANAGER hereunder. The security deposits, as collected, shall be paid over each month to the OWNER following the month of collection by MANAGER. Without the specific prior written approval of OWNER, no lease with respect to the Property that (i) was entered into Premises shall provide for rents the determination of which depends in whole or in part on the net income or net profits derived by Seller any person from such property and no tenant shall be permitted to sublease any property wherein the determination of rent depends in accordance with whole or in part on the net income or net profits derived by any person from such property; provided, however, leases and subleases may, except as otherwise directed by OWNER or as otherwise provided in this Section 7.3.3Agreement, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission provide for rental payments based upon the total annual rent for the term a fixed percentage or percentages of the new Leasereceipts or sales.

Leasing. To not Borrower shall not, without the prior written consent of ------- Lender, enter into any new Lease lease or other rental or occupancy arrangement or concession with respect to the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in real property comprising the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such mattersportion thereof. In the event of Borrower desires to enter into a Lease, Borrower shall submit the proposed Lease to Lender for Lender's prior written approval, which approval shall not be unreasonably withheld or delayed. Borrower shall not modify, amend or terminate (except upon a default under this Agreement by Buyera tenant) any Leases affecting any part of the Property. Notwithstanding the foregoing, Buyer shall have no further Borrower may, without the prior approval or consent rights regarding new leases of Lender, amend, modify or modification of existing Leases. In the event that Seller enters into terminate any new CCI Lease with respect to the encumbering a Property that (i) was entered into by Seller is released in accordance with Article 7. --------- Notwithstanding anything in this Section 7.3.3Agreement to the contrary, Borrower may, without the prior approval or consent of Lender, negotiate, enter into, modify, amend, extend, renew or terminate any Aurora Lease; provided, however, that Borrower shall promptly inform Lender of taking any such action and (ii) was further provided that such Aurora Lease as entered into, modified, amended, extended, or renewed shall have a term of not included more than one year and shall permit the Premises to be used solely for office purposes except as otherwise approved by the Lender. As used herein, "Aurora Lease" means any lease pursuant to which Borrower, as the lessor, leases or rents to a tenant some or all of that portion of the Denver South Premises commonly known as Suites 105, 300, 301, 302, 303, 304, 308, 310, 311, 312 and 314, as the same are now or may in the Argus run dated September 22future be configured. Within ten (10) Business Days following the execution by Borrower of any new Lease, 2010 delivered Borrower shall deliver to Buyer prior to the Effective DateLender a Subordination, then Buyer agrees to pay to the Seller, at Closing, (a) Non-Disturbance and Attornment Agreement executed by the tenant improvement allowance set forth under such Lease which is in such new lease form satisfactory to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, Lender. Borrower shall perform and (b) a 4% leasing commission based upon the total annual rent for the term comply with all of the new Leaselandlord's obligations under each Lease and shall not suffer or permit any breach or default on the part of the landlord to occur thereunder.

Leasing. To 10.2.1 During the Due Diligence Period, and thereafter if Buyer has timely delivered to Seller notice of its intention to proceed pursuant to Section 4.5, Seller shall consult with Buyer in weekly conference calls on proposed leasing activity (including proposed new leases and modifications to or terminations of existing Leases) with respect to the Property. Seller shall not cause Owner to enter into any new Lease leases, or amend, modify, terminate or extend any existing Leases with respect to the Property, without Buyer’s the prior written consent. The exercise of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed during the Due Diligence Period but which consent may be granted or withheld in Buyer’s sole and absolute discretion thereafter. Buyer shall have five (5) business days following receipt Buyer’s withholding of consent to a request for any consent pursuant to this Section 7.3.3 in which to approve renewal or disapprove of any new Lease or any modification or cancellation amendment of any existing LeaseLease shall be deemed reasonable where the rental amount under such renewal or amendment will be less than the rental amount payable by Tenant for such Lease immediately prior thereto. Failure Provided Seller has delivered to respond Buyer written notice requesting Buyer’s consent to the proposed transaction, which notice shall include a conspicuous statement in all capital letters stating that Buyer’s consent will be deemed given if such request is not disapproved in writing within said time period five Business Days of Buyer’s receipt of such notice, Buyer’s consent shall be deemed to be an approval. Seller’s execution given if not disapproved in writing within five Business Days of a new lease or modification or cancellation receipt of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration such written notice of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leaseproposed transaction.

Leasing. To Except as set forth on Schedule C annexed hereto and made a part hereof, Mortgagor represents that there are no Leases now in effect. Mortgagor shall not enter into any new Lease with respect of all or any part of the Premises or amend, renew, extend, abridge, cancel, terminate (or commence any summary proceeding or other action in pursuance thereof), or otherwise modify any Lease, or accept rent for a period of more than one month in advance, without in each instance obtaining Mortgagee's prior written consent thereto. Mortgagor shall deliver to Mortgagee a duplicate original of each Lease promptly after the execution thereof. At the option of Mortgagee, each Lease, and all renewals, replacements, extensions, and modifications thereof, and all rights of the tenant thereunder, shall be subject and subordinate to this Mortgage, and to each and every advance made or thereafter made hereunder or under the Notes secured hereby and to all renewals, additions, supplements, modifications, consolidations, spreaders, replacements, and extensions of this Mortgage and all future Leases shall contain provisions obligating the lessees thereunder to attorn to Mortgagee or any purchaser therefrom if Mortgagee or such purchaser succeeds to the Propertyinterest of Mortgagor under such Lease. Mortgagor shall fully and promptly perform all of the obligations to be performed by the lessor under any and all Leases. Mortgagor shall enforce the performance and observance of each and every obligation to be performed or observed by the lessees under such Leases. Mortgagor shall give prompt notice to Mortgagee of (a) any notice received by Mortgagor of any default by the lessor under any Lease, without Buyer’s prior written consent(b) the commencement of any action or proceeding by any tenant the purpose of which shall be the cancellation of any Lease or a diminution or abatement of the rent payable thereunder, (c) any notice of default given by Mortgagor to the tenant under any Lease, or (d) the interposition by any tenant of any defense or counterclaim in any action or proceeding brought by Mortgagor against such tenant; and Mortgagor will cause a copy of any process, pleading or notice received or served by Mortgagor in reference to any such action, defense or claim to be promptly delivered to Mortgagee. The exercise Mortgagor shall hold in trust all security deposits and advance rent given on account of any Lease, and deposit such security in a mandatory renewal option, bank or trust company and shall not be considered a new leasemingle such funds with other funds. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements Mortgagor shall repay or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller apply such funds only in accordance with their respective periods of ownership as it bears to the primary term provisions of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing applicable Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Lease.

Leasing. To (a) Agency's obligations under the Lease. Except for the lease set ------------------------------------ forth on Schedule C annexed hereto and made a part hereof (the "Lease"), Agency ---------- represents that there are no leases to which it is a party now in effect with respect to the Premises. Agency shall not enter into any new Lease with respect to lease of all or any part of the PropertyPremises or amend, renew, extend, abridge, cancel, terminate (or commence any summary proceeding or other action in pursuance thereof), or otherwise modify the Lease, or accept rent for a period of more than one month in advance, without Buyer’s in each instance obtaining Mortgagee's prior written consent. The exercise of a mandatory renewal option, consent thereto (which consent shall not be considered unreasonably withheld or delayed). No lease covering all or any part of the Property shall be valid or effective without the prior written approval of the Mortgagee which approval shall not be unreasonably withheld or delayed. The Mortgagee shall have all of the rights against lessees of the Property as set forth in Section 291-f of the Real Property Law of New York and reference is hereby made to the provisions therein and the same are incorporated by reference herein. Mortgagor shall, from time to time, if requested by Mortgagee, provide written notice to all applicable tenants, subtenants or occupants of the Premises accompanied by the provisions hereof. Agency shall fully and promptly perform all of the obligations to be performed by the lessor under the Lease. Agency shall enforce the payment of rent and shall enforce the performance and observance of each and every other material obligation to be performed or observed by Lessee under the Lease. Agency shall give prompt notice to Mortgagee of: (a) any notice received by Agency of any default by the lessor under the Lease, (b) the commencement of any action or proceeding by the tenant under the Lease the purpose of which shall be the cancellation of the Lease, the modification of the term thereof or a new leasediminution or abatement of the rent payable thereunder, (c) any notice of default given by Agency to Lessee under he Lease, or (d) the interposition by Lessee under the Lease of any defense or counterclaim in any action or proceeding brought by Agency against Lessee; and Agency will cause a copy of any process, pleading or notice received or served by Agency in reference to any such action, defense or claim to be promptly delivered to Mortgagee. To Other than any PILOT Payments made pursuant to Section 4.3 of the extent specifically disclosed to Lease, Agency shall hold in trust all security deposits and advance rent given on account of the Lease, and deposit such security in a bank or trust account approved by Buyer in connection Mortgagee and shall not mingle such funds with any request for approval, any brokerage commission and the cost of tenant improvements other funds. Agency shall repay or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller apply such funds only in accordance with their respective periods of ownership as it bears to the primary term provisions of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Lease.

Leasing. To not Without limiting the foregoing, but subject to the provisions of this Section 7.2, from the Agreement Date through the Due Diligence Deadline Seller shall, in the ordinary course, negotiate with prospective tenants and enter into new leases (on terms that Seller believes, in its commercially reasonable business judgment, to 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 new Lease leases entered into by, or proposals to enter into new leases made by, Seller at least two (2) Business Days prior to the Due Diligence Deadline and provide Buyer with a summary of the terms of each such new lease or proposal. After the Due Diligence Deadline, and at least three (3) Business Days prior to becoming legally bound with respect to the Property, without Buyer’s prior written consent. The exercise of a mandatory renewal option, shall not be considered a any new lease. To the extent specifically disclosed to and approved by Buyer in connection with any request for approval, any brokerage commission and the cost of tenant improvements lease or other allowances payable with respect to a new Lease shall be prorated between Buyer and Seller in accordance with their respective periods of ownership as it bears to the primary term agreement or modification of the new Lease. Furtherexisting Leases or other agreement, Seller will not modify or cancel any existing Lease covering space in shall consult with and seek the Property without first obtaining the written 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 shall have five (5) business days following receipt of a request for any consent pursuant to this Section 7.3.3 7.2 shall be granted or withheld in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to 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 said time period three (3) Business Days after receipt thereof. Prior to the Closing Date, Seller shall be deemed have the right, but not the obligation (except to be an approval. the extent that Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal 's failure to consent thereto act shall constitute a default hereunder. Before waiver of such rights or remedies), to enforce the rights and remedies of the landlord under the Leases, by summary proceedings or otherwise, but after the expiration of the Due Diligence PeriodDeadline, Buyer may Seller shall not unreasonably withholdapply 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, condition or delay its consent under this Section 7.3.3; after prior to the expiration of the Due Diligence PeriodDeadline, Buyer shall have sole discretion of any tenant security deposit held by Seller, Seller will deliver, in all connection with any such matters. In the event of a default under this Agreement by Buyerapplication, Buyer shall have no further consent rights regarding new leases or modification of existing Leases. In the event that Seller enters into any new Lease with respect written notice to the Property applicable tenant(s) under the Leases indicating that its security deposit has been or is being so applied. Seller shall provide Buyer with written notice within three (i3) was entered into Business Days after any action taken by Seller in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior pursuant to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leaseforegoing provisions.

Leasing. To not enter into any new Lease with respect to the PropertySeller shall not, without Buyer’s prior written consent. The exercise 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 rent 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 is on Seller’s standard form, is for a mandatory period of not more than one (1) year and not less than seven (7) months and that the rent for the amended, renewal option, or extension term shall not be considered 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 new lease. To month to month basis (the extent specifically disclosed “Renewal Leases”), so long as such Renewal Leases at not time constitute more than ten percent (10%) of the number of units listed on the Rent Roll, unless Buyer has consented in writing to and approved such exceedance; (c) terminate any Lease except by Buyer in connection with reason of a default by the tenant thereunder; or (d) grant any request for approval, any brokerage commission and the cost of tenant improvements or other allowances payable with respect concessions to a new Lease shall be prorated between Buyer and tenant that are not consistent with those customarily granted by Seller in accordance with their respective periods of ownership as it bears during the three (3) month period prior to the primary term termination of the new LeaseManagement Agreement (as hereinafter defined). FurtherOn or prior to the Closing Date, Seller will not modify shall have performed all work necessary (including, without limitation, supplying operable kitchen appliances, installing new carpeting or cancel any cleaning existing Lease covering space in carpeting, and repainting) to make all apartment units within the Property without first obtaining the written consent of Buyer. Buyer shall that have been vacated for more than five (5) business days following receipt of a request prior to the Closing Date ready for any consent pursuant to this Section 7.3.3 in which to approve or disapprove of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. occupancy by incoming tenants, consistent with Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before past practices (the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such matters. In the event of a default under this Agreement by Buyer, Buyer shall have no further consent rights regarding new leases or modification of existing Leases“Ready Work”). In the event that Seller enters into any new Lease with respect to the Property that (i) was entered into by Seller in accordance with this Section 7.3.3, and (ii) was all Ready Work has not included in the Argus run dated September 22, 2010 delivered to Buyer been completed prior to the Effective Closing Date, then Buyer agrees may waive the completion of the Ready Work, proceed to pay to close the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foottransaction, and (b) receive a 4% leasing commission based upon the total annual rent for the term credit on account of the new Leaseincomplete Ready Work in an amount equal to $750.00, plus the cost of replacement appliances, per unit.

Leasing. To In order to provide for an efficient process for the approval of any New Lease (hereinafter defined), Owner shall meet with Operating Partnership from time to time to discuss leasing parameters and lease proposals. As any proposal for a New Lease is received by Owner, it shall notify Operating Partnership and afford Operating Partnership an opportunity to comment upon the proposal to Owner prior to Owner responding to such proposal. Owner, however, shall not be bound by the comments or suggestions of Operating Partnership. Owner, however, shall not enter into any new Lease with respect or any amendment or modification to any Lease except as may be required pursuant to such Lease (any of the Propertyforegoing and those leases set forth in Exhibit Q attached hereto a "New Lease") of the Property or any portion thereof, without Buyer’s prior written consent. The exercise or any construction contract for the construction of a mandatory renewal option, shall not be considered a new lease. To the extent specifically disclosed to and approved by Buyer tenant improvements in connection with any request proposed Lease, except in compliance with this Section 14.e. A copy of each New Lease proposed to be entered into by Owner after the Effective Date will be submitted to Operating Partnership for approvalits approval prior to execution by Owner, together with a reasonably detailed budget setting forth the Leasing Costs to be incurred in connection with such New Lease, and a copy of any brokerage commission and proposed construction contract for the cost construction of tenant improvements in connection with such proposed New Lease, together with a full disclosure of any affiliation between Owner and the proposed tenant or other allowances payable with respect to a new Lease contractor. Operating Partnership shall be prorated between Buyer and Seller notify Owner in accordance with their respective periods of ownership as it bears to the primary term of the new Lease. Further, Seller will not modify or cancel any existing Lease covering space in the Property without first obtaining the written consent of Buyer. Buyer shall have writing within five (5) business days following after its receipt of a request for any consent pursuant each such proposed New Lease, budget, and construction contract, if applicable, either of its approval or disapproval thereof, including of the leasing costs to this Section 7.3.3 be incurred in which to approve or disapprove connection therewith and of any new Lease or any modification or cancellation of any existing Lease. Failure to respond in writing within said time period shall be deemed to be an approval. Seller’s execution of a new lease or modification or cancellation of an existing Lease following Buyer’s refusal to consent thereto shall constitute a default hereunder. Before the expiration of the Due Diligence Period, Buyer may not unreasonably withhold, condition or delay its consent under this Section 7.3.3; after expiration of the Due Diligence Period, Buyer shall have sole discretion in all such mattersconstruction contract. In the event of a default under this Agreement by BuyerOperating Partnership informs Owner that Operating Partnership does not approve any such proposed New Lease, Buyer which approval shall have no further consent rights regarding new leases not be unreasonably withheld or modification of existing Leasesdelayed, Owner shall not enter into such New Lease, or any such construction contract, as the case may be. In the event Operating Partnership fails to notify Owner in writing of its approval or disapproval of any such proposed New Lease or contract within the five-day time period for such purpose set forth above, such failure shall be deemed the approval by Operating Partnership of such New Lease, budget and contract. Upon the approval or deemed approval of any such construction contract, if the work under such contract is not complete as of the Closing Date, such contract shall be treated for all purposes as an Approved Contract. If Operating Partnership approves, or is deemed to have approved of, any New Lease, Leasing Costs incurred by Owner in connection therewith in an amount not to exceed the amount of such Leasing Costs approved or deemed approved by Operating Partnership as provided herein, shall, if a Closing shall occur, be the obligation of Operating Partnership, and to the extent that Seller enters into Owner has theretofore expended any new Lease sums for any of the foregoing, Operating Partnership shall, subject to such limitation, reimburse Owner at Closing for the amount of any such sums expended. In connection with the New Leases, Owner has an existing contract with Xxxxxxxxx Construction Company for tenant improvement work at the Property. Owner shall terminate that contract at or prior to the Closing Date except with respect to work in process on the Property that (i) was entered into by Seller Closing Date and authorized in accordance with this Section 7.3.3, and (ii) was not included in the Argus run dated September 22, 2010 delivered to Buyer prior to the Effective Date, then Buyer agrees to pay to the Seller, at Closing, (a) the tenant improvement allowance set forth in such new lease to complete landlord’s work in connection therewith, not to exceed of $20.00 per rentable square foot, and (b) a 4% leasing commission based upon the total annual rent for the term of the new Leaseparagraph.