Credit File. With respect to each Contract, Borrowers shall maintain a credit file for each Contract Debtor, containing financial information reflecting the creditworthiness of each Contract Debtor.

Servicing File. Upon its purchase of each Participation Interest, the Participant shall, or shall cause the Seller to, deliver a copy of the related Participation Agreement, a Loan Setup File and the Credit Documents related thereto to the Master Servicer. The Master Servicer shall retain the Servicing File on behalf of the Participant with respect to each Participation Interest sold to the Participant pursuant to the Master Participation Agreement. The Master Servicer shall, upon three (3) Business Days’ prior written request provide Participant or its designee with reasonable access, during normal business hours and at the office of the Master Servicer, to the Servicing File regarding any and all Participation Interests sold to the Participant pursuant to the Master Participation Agreement. The Master Servicer shall maintain the Servicing File for each Participation Interest for three years from the earlier of # the date, if any, that the Seller repurchases the Participation Interest from the Participant or # the date that all principal and interest due on the related Participation Interest is paid in full and all commitments under Credit Agreement related to such Participation Interest have terminated.

Receivable File. As of the related Funding Date, # with respect to any Contract other than an Electronic Contract, the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties, # with respect to an Electronic Contract that constitutes Electronic Chattel Paper, the Authoritative Copy of such Electronic Contract is maintained in the Electronic Vault solely for the benefit of the Administrative Agent, as pledgee of the Borrower or the Trust, as applicable, and the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties, and # with respect to an Electronic Contract that does not constitute Electronic Chattel Paper, the electronically authenticated original record of the executed Contract is maintained in the Electronic Vault solely for the benefit of the Administrative Agent, as pledgee of the Borrower or the Trust, as applicable, and the original related Receivable File, Servicer File and related documentation are maintained by the Servicer on behalf of the Borrower for the benefit of the Secured Parties.

Asset Dispositions. Make any Asset Disposition, except:

Asset Value. Fail to maintain, at any time, together with its Subsidiaries on a consolidated basis, Assets with an aggregate fair market value of at least $500,000,000.

Asset Quality. As of the last day of each calendar month, the Borrowers shall have Asset Quality of no more than 21%.

Asset Disposition. If the Borrower or any other Obligor receives any Net Cash Proceeds in excess of $2,000,000 in the aggregate for any single disposition or series of dispositions, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds of a Disposition no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

Asset Dispositions. Until the Discharge of First Lien Debt has occurred, the Second Lien Secured Parties shall consent and not otherwise object to a sale or other disposition of any Collateral under the Bankruptcy Code, including [Sections 363, 365 and 1129]9]9] or under any comparable provision of any other Bankruptcy Law, free and clear of any Liens thereon securing Second Lien Debt (and including any motion for bid or other procedures relating to such sale or disposition), if the First Lien Secured Parties have consented to such sale or other disposition (or such procedures) so long as the net cash proceeds are applied # pursuant to court order such that

Asset Acquisitions. In addition to payment of the Montage Termination Fee as provided in Section 2, Montage also hereby agrees, that during the applicable Exclusivity Period (as defined below), it shall consider, and negotiate in good faith with respect to, any offer or offers made by Marigold (or its designated Affiliate) to purchase substantially all of the assets of Montage and its Affiliates primarily used or held for use in connection with the business and operation of the television broadcast stations set forth on [Schedule A] (the “Station Assets” and “Station Acquisitions”) and digital businesses set forth on [Schedule B] (the “Digital Assets”)and “Digital Asset Acquisitions”). The “Exclusivity Period” shall mean with respect to the Station Assets, 30 days following the date of this Agreement; and with respect to the Digital Assets, 60 days following the date of this Agreement.

Asset Sales. Except in connection with an Asset Exchange, sell or permit any Principal Subsidiary to sell, assign, or otherwise dispose of telecommunications assets (whether in one transaction or a series of transactions), if the net, after-tax proceeds thereof are used by the Borrower or any Subsidiary to prepay (other than a mandatory prepayment in accordance with the terms of the applicable governing documents, including pursuant to any put provision) Indebtedness incurred after the date hereof which Indebtedness has a maturity later than the Maturity Date (other than bridge or other financings incurred in connection with an asset purchase or sale, including acquisition indebtedness or indebtedness of an acquired entity or indebtedness incurred to refinance indebtedness outstanding as of the date hereof).

Asset Purchase Agreement. This Bill of Sale is being executed and delivered pursuant to Section 2.09(a)(i) of the Asset Purchase Agreement and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing contained herein shall supersede, amend, alter or modify (nor shall it be deemed or construed to supersede, amend, alter or modify) any of the terms or conditions of the Asset Purchase Agreement in any manner whatsoever. In the event of any conflict between the provisions of this Bill of Sale and the provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control and prevail.

With Respect to Real Estate and Related Services, the Advisor shall:

Asset Management Fees. The Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the higher of # the cost or # the value of each Property we acquire. For purposes of this Section, the cost of a Property will equal the amount actually paid or budgeted (excluding Acquisition and Advisory Fees and expenses) in respect of the purchase, construction or improvement of the Property, including the amount of any debt attributable to the asset (including debt encumbering the asset after its acquisition), the value of a Property will be the value established by the most recent independent valuation report with respect to such property, if any, without deduction for depreciation, bad debts, or other non-cash reserves. The Asset Management Fee will be based only on the portion of the cost or value attributable to the Company’s investment in an asset if the Company does not own all of the asset. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not taken as to any fiscal year shall be deferred without interest and may be paid in such other fiscal year as the Advisor shall determine.

Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

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Asset Management Services. Gyrodyne shall or, subject to reimbursement pursuant to [Article 8], shall retain other Persons to (but shall remain responsible to GSD):

Exceptions Report, Seller or its designee is in possession of a complete, true and accurate Purchased Asset File with respect to each Purchased Asset, except for such documents the originals of which have been delivered to the ​.

within sixty (60) days after the Closing Date, the Seller shall deliver or cause to be delivered an electronic copy of the Diligence File for each Mortgage Loan (other than the Trust Subordinate Companion Loan) to the Depositor by uploading such Diligence File (including, if applicable, any additional documents that the Seller believes should be included to enable the Asset Representations Reviewer to perform an Asset Review on such Mortgage Loan (other than the Trust Subordinate Companion Loan); provided that such documents are clearly labeled and identified) to the Intralinks Site, each such Diligence File being organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor;

“Bailee Letter” shall mean a letter substantially in the form as Exhibit XV from an Acceptable Attorney or a Title Company or another Person acceptable to Administrative Agent, on behalf of Buyers, in its sole discretion, in form and substance acceptable to Administrative Agent, on behalf of Buyers, in its sole discretion, wherein such Acceptable Attorney, Title Company or other Person described above in possession of a Purchased Asset File # acknowledges receipt of such Purchased Asset File, # confirms that such Acceptable Attorney, Title Company or other Person acceptable to Administrative Agent, on behalf of Buyers, is holding the same as bailee or agent on behalf of Administrative Agent, on behalf of Buyers, under such letter and # agrees that such Acceptable Attorney, Title Company or other Person described above shall deliver such Purchased Asset File to the ​, or as otherwise directed by Administrative Agent, on behalf of Buyers, by not later than the third (3rd) Business Day following the Purchase Date for the related Purchased Asset.

Delaware Department of State