#​ (“​”)

“Management Agreement” shall mean the management agreement to be entered into by and between ​ and the Manager, pursuant to which the Manager is to provide management and other services with respect to the Property, which management agreement shall be reasonably acceptable to ​, or, if the context requires, the Replacement Management Agreement. For the avoidance of doubt, the draft management agreement with Asset Living provided to ​ prior to the closing of the Loan shall be deemed reasonably acceptable.

§8.12 Management Fees. The Credit Parties shall not pay, and shall not permit to be paid, any property management, advisory or acquisition fees or other payments under any Management Agreement for any Unencumbered Property to any Person that is an Affiliate of the Credit Parties in the event that a Default or Event of Default shall have occurred and be continuing.

Property management office rent or rental value management office rent.

Management Agreements. Written property management agreements providing for the management of the Unencumbered Properties or any of them.

Liens securing Hedging Obligations and Cash Management Services permitted to be incurred under this Agreement, so long as the related Indebtedness is, and is permitted under this Agreement to be, secured by a Lien on the same property securing such Hedging Obligations or Cash Management Services;

Tier Property Management, LLC

Cash Management Services. ​ may use availability hereunder up to the Cash Management Sublimit for ​’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in various cash management services agreements related to such services (the “Cash Management Services”). The entire Cash Management Sublimit will be treated as an Advance for purposes of determining availability under the Domestic Credit Limit and shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. The Cash Management Services shall be subject to additional terms set forth in applicable cash management services agreements. If at any time the Line of Credit is terminated or otherwise ceases to exist, ​ shall immediately secure in cash the entire Cash Management Sublimit on terms acceptable to ​.

The Advisor shall receive the Asset Management Fee as its sole compensation for services rendered pursuant to [Section 3] of this Agreement in connection with the management of the Company's Assets. The Asset Management Fee shall be calculated and paid monthly and consists of a monthly fee of one-twelfth of 1.1% of # the cost of each Asset then held by the Company, without deduction for depreciation, bad debts or other non-cash reserves, or # the Company's proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement excluding (only for [clause (ii)]) debt financing on the investment. For any month in which an Asset is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Asset by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month. Following the determination of the Company's net asset value, the Asset Management Fee will be calculated based on the lower of # the aggregate of the value of the Company's Assets and # the historical cost of the Company's Assets, both without deduction for depreciation, bad debts or other non-cash reserves. The Asset Management Fee shall be payable in arrears for each month on the first of each succeeding month; provided, however, that the Asset Management Fee shall not exceed ​ per annum (the "Asset Management Fee Cap") until the earlier of such time, if ever, that # the Company holds Assets with an Appraised Value equal to or in excess of ​ or # the Company reports AFFO equal to or greater than $.3125 per share of Common Stock (an amount intended to reflect a 5% or greater annualized return on ​ per share of Common Stock) (the "Per Share Amount") for two consecutive quarters, on a fully diluted basis. If the Company should split, combine or otherwise reclassify the Common Stock, make a dividend or other distribution in shares of Common Stock (including any dividend or other distribution of securities convertible into Common Stock), or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then the Per Share Amount shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Per Share Amount shall be deemed to be the Per Share Amount as so adjusted. All amounts of the Asset Management Fee in excess of the Asset Management Fee Cap (the "Subordinated Compensation") shall be subordinated, and such Subordinated Compensation shall bear interest at an interest rate of 3.5% per annum, which interest shall be cumulative but not compounding, and, if the conditions of the second preceding sentence are met, be paid (together with any interest thereon) in accordance with [Section 9(b)] of this Agreement.

Treasury Management Services. Borrower and its Subsidiaries shall be in compliance with [Section 7.12].