Common use of Condominium Documents Clause in Contracts

Condominium Documents. (a) If Tenant shall desire to amend, modify or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Document. (b) It shall be Tenant’s responsibility to assure that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. Landlord’s determination that the Condominium Documents conform to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions and responsibilities in respect of the Common Elements, the Condominium Association (and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, pursuant to the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunder.

Condominium Documents. (a) If Tenant shall desire Notwithstanding anything to amendthe contrary contained in the foregoing Sections 5.2 through 5.4, modify or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an the extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Document. (b) It shall be Tenant’s responsibility to assure that the Condominium Documents require that all or any portion of any Proceeds or Awards be paid to the Board of Directors and that the Board of Directors hold or otherwise control such Proceeds or Awards and complete a Restoration, then the obligations of Borrowers to deliver (or cause to be delivered) Proceeds or Awards to Lender and to complete such Restoration shall be deemed satisfied provided that: (i) the Borrower owning the Unit exercises its rights as owner of the Unit (through voting, appointment of members or the Board of Directors and any rights otherwise available to Borrower under the Condominium Documents) to cause the Board of Directors to comply with all Legal Requirements, including, without limitation, its obligations regarding the rules Restoration; (ii) Borrowers apply any Proceeds or Awards otherwise received by Borrowers in accordance with this Article 5 and regulations completes the Restoration of any portions of the New York State Department Property that the Board of Law. Landlord’s determination that Directors is not required to restore; and (iii) Borrowers comply with any requirements applicable to the Borrower owning the Unit under the Condominium Documents conform in order to enable Lender to obtain all rights to which mortgagees of commercial units in the Condominium are entitled under the Condominium Documents with respect to Proceeds and Awards and other matters described in this Article 5; provided, however, that if the Condominium Documents are hereafter terminated, the provisions of this Lease Section 5.5 shall not be, nor shall it be construed automatically cease to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions and responsibilities in respect of the Common Elements, the Condominium Association (and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, pursuant to the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elementsforce or effect. It is expressly agreed that Tenant’s lack of control of the Common Elements Nothing in this Section 5.5 shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderpreclude Borrowers’ payment obligations (if any) under Section 5.4(c) above.

Condominium Documents. Tenant acknowledges that the Building and the land of which the Premises form a part may be subjected to the condominium form of ownership prior to the end of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (athe “Declaration”) If and any other documents (together with the Declaration, collectively, the “Condominium Documents”; the condominium association and/or the board thereof, hereafter, the “Condominium”) which shall be recorded in order to convert the Building and the land of which the Premises form a part to a condominium form of ownership in accordance with applicable California law and the laws of the City and County of San Francisco, provided that the Declaration and the Condominium Documents do not increase the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers of the Condominium (the “Board”) shall desire enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to amendTenant, modify or supplement any Condominium Document, such Person shall submit same to Landlord andconfirming that, so long as such proposed amendmentTenant is not in default of its obligations under this Lease after notice and expiration of applicable grace periods, modification any foreclosure of the unit of which the Premises are a part or supplement would not, in Landlord’s reasonable opinion, affect a substantive right the exercise by the Board of any Public Party or of any party thereto to an extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Document. (b) It shall be Tenant’s responsibility to assure that its rights under the Condominium Documents shall not result in termination of this Lease or otherwise interfere with the rights, remedies and obligations of Tenant under this Lease. Tenant’s obligation to comply with all Legal Requirementsthe Declaration and the Condominium Documents shall be subject to Tenant’s prior written consent, which Tenant may withhold in its sole discretion, if the same would increase the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or ▇▇▇▇▇▇’s use of, or access to, the Premises. If any such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to the foregoing, shall enter into an amendment of this Lease in such respects as shall be reasonably necessary to conform to such condominiumization, including, without limitation, the rules and regulations of the New York State Department of Law. Landlord’s determination that the Condominium Documents conform appropriate adjustments to the provisions Percentage and to real estate taxes payable during the Base Year; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment of this Lease Lease, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to the contrary, in no event shall not bethe total amount of Rent (or any portion thereof, nor shall it be construed to be or relied upon including without any limitation Tax Expenses and Operating Expenses) payable by Tenant under this Lease increase due to such condominiumization (in comparison to the amount of Rent (or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. (cportion thereof) The parties hereto acknowledge that despite which would have been payable by Tenant covenanting hereunder to undertake specific actions and responsibilities in respect of the Common Elements, the Condominium Association (and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, pursuant to the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of under this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderif such condominiumization had not occurred).

Condominium Documents. (ai) If Tenant Issuers shall desire to not, without the Trustee’s prior written consent, amend, modify or supplement in any Condominium Documentmaterial respect, such Person shall submit same or consent to Landlord and, so long as such proposed or suffer any material amendment, modification or supplement would supplementation of any of the Condominium Documents. Issuers shall not, in Landlordwithout the Trustee’s reasonable opinionprior written consent, affect a substantive right terminate or consent to or suffer the termination of any Public Party or of any party thereto to an extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium DocumentDocuments. (bii) It Issuers shall be Tenantnot, without the Trustee’s responsibility prior written consent, transfer any of its rights and obligations to assure that any other party to the Condominium Documents comply with all Legal RequirementsDocuments, including, without limitation, the rules and regulations of the New York State Department of Law. Landlord’s determination that the Condominium Documents conform to the provisions of this Lease which consent shall not be, nor shall it be construed to be unreasonably withheld or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Lawdelayed. (ciii) The parties hereto acknowledge that despite Tenant covenanting hereunder Issuers shall not, without the Trustee’s prior written consent, take (and hereby assigns to undertake specific actions and responsibilities in respect Trustee any right it may have to take) any action to terminate the Condominium, withdraw the Condominium from the Condominium Laws, or cause a partition of the Common ElementsCondominium. (iv) Issuers shall not, without the Trustee’s prior written consent, exercise any right it may have to vote for, (A) any additions or improvements to the common elements of the Condominium, except as such additions or improvements are completed in accordance with Section 8.04 hereof, (B) any borrowing on behalf of the Condominium Association or (and not TenantC) controls the Common Elements. Notwithstanding Tenant’s lack expenditure of control any insurance proceeds or condemnation awards for the repair or restoration of the Common Elements, Tenant shall perform (or cause, pursuant to the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation related Improvements other than in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply accordance with any Tenant Obligation set forth herein shall be a default of Tenant hereunderSection 8.04 hereof.

Condominium Documents. (a) If Tenant shall desire to amend, modify or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not5.1.1 Owner, in Landlord’s reasonable opinionits capacity as the current owner of the Condo-Hotel, affect shall execute and record the Condominium Documents, including such documents binding on future owners and operators of the various components of the Condo-Hotel, as may be necessary to ensure that such owners and operators of the Condo-Hotel (and any components thereto) are similarly obligated to construct, operate and maintain the portions of the Condo-Hotel owned or controlled by each such person to a substantive right standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of any Public Party or of any party thereto to an extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium DocumentCondo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed and approved the current draft of the Condominium Documents and will have the continuing right to further approve any modifications thereto over which Owner has control (bthrough exercise of voting rights or otherwise) It and Owner shall be Tenantnot amend or modify any of the same in a manner that would materially and adversely affect Operator’s responsibility rights or obligations under this Agreement (provided, however, if the amendment or modification is necessary to assure comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that the Condominium Documents comply are amended and/or modified, Owner shall provide Operator with all Legal Requirementscopies of such Condominium Documents promptly upon their execution or finalization, including, without limitation, the rules as may be applicable. 5.1.3 Owner shall take (and regulations of the New York State Department of Law. Landlord’s determination that not fail to take) any action or exercise (and not fail to exercise) such rights under the Condominium Documents conform to the provisions (through exercise of this Lease shall not bevoting rights, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations enforcement of the New York State Department of Law. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions and responsibilities in respect of the Common Elements, the Condominium Association (and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, pursuant to the Condominium Declaration remedies or otherwise, subject to any constraints imposed under Legal Requirements) as may be necessary or desirable in order (a) to ensure that each component of the Condo-Hotel over which Owner has control is constructed, maintained and operated in accordance with this Agreement, and (b) to effectuate the terms of this Agreement and the other agreements and documents referred to in this ARTICLE 5; provided, however, in the event Owner’s action or inaction would (i) violate applicable Legal Requirements or the Condominium Association Documents, or (ii) otherwise subject Owner to perform) every Tenant Obligation legal liability, the parties shall cooperate in respect of good faith to address and resolve the issue. 5.1.4 The Parties shall negotiate in a good faith and timely manner any portion of other agreements reasonably required in connection with the Common Elements. It is expressly condominium structure agreed that Tenant’s lack of control of upon between the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond parties for the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderCondo-Hotel.

Condominium Documents. (a) If Tenant Borrower shall desire diligently comply with all of the terms, covenants, rules, regulations and conditions of the Condominium Documents, as the same shall be in force and effect from time to amend, modify or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Documenttime. (b) It Borrower shall pay all Condominium Assessments and other sums required to be Tenant’s responsibility to assure that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules paid by Borrower under and regulations of the New York State Department of Law. Landlord’s determination that the Condominium Documents conform pursuant to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with Documents, as and when such Condominium Assessment or other charge is payable, but in all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Lawevents prior to delinquency. (c) The parties hereto acknowledge Borrower will deliver to Lender from time to time, promptly upon Lender’s request, evidence satisfactory to Lender that despite Tenant covenanting hereunder the Condominium Assessments have been so paid or are not then delinquent with respect to undertake specific actions and responsibilities in respect the Property. Borrower shall immediately notify Lender of (i) any adjustments made to the amount of Condominium Assessments due under the Condominium Documents, or (ii) the imposition of any additional Condominium Assessments under the Condominium Documents. (d) Borrower shall promptly notify Agent of the Common Elementsreceipt of any written notice by any Condominium Association or other Person under any Condominium Documents to Borrower or after Borrower’s discovery of (i) any default by Borrower in the performance or observance of any of the material terms, covenants or conditions of any Condominium Documents on the part of Borrower to be performed or observed, (ii) any notice requiring the performance of any material act by Borrower with respect to any obligation of Borrower under any Condominium Documents (e.g., notice of imposition of “special” Condominium Assessments), and, in each such case, deliver to Lender a true, correct and complete copy of each such notice, or (iii) any pending or threatened litigation affecting any Condominium Association or the Condominium Documents. (e) If the Condominium Documents provide for a “mortgagee representative” (or equivalent thereto), then Lender shall be named in the Condominium Documents as such mortgagee representative for so long as the Loan is outstanding and shall give notice to the Condominium Association and any other Persons as necessary for Lender to be recognized as a mortgagee under the Condominium Documents. (f) Borrower agrees that upon an Event of Default, Lender in its sole discretion may, but shall not be obligated to, perform any act, employ any Person, and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack cast any vote on behalf of control of the Common Elements, Tenant shall perform (or cause, Borrower pursuant to the Condominium Declaration Documents (and Borrower shall, upon request from Lender, promptly deliver to Lender such documents and instruments as Lender may require to evidence its authority concerning the same). During the continuance of an Event of Default, Borrower shall not exercise any material approval, consent or otherwisevoting right to which it is entitled under the Condominium Documents without obtaining Lender’s prior written consent (which consent shall not be unreasonably withheld or delayed). (g) Borrower shall execute and deliver to Lender any such additional documents (including any modifications or amendments to the Loan Documents or the Condominium Documents) as Lender may require in order to perfect the Lien of the Loan Documents, including (i) resignations of the officers and members of the board of directors of the Condominium Association who have been appointed or designated by Borrower or any Affiliate of Borrower or whose eligibility to performserve on the board of directors is based on being a person authorized to act on behalf of Borrower (and replacements thereof, if Borrower’s representative resigns or is removed and is replaced by another person appointed by Borrower) every Tenant Obligation and a power of attorney enabling Lender in respect its sole discretion after the occurrence and during the continuance of an Event of Default to date and deliver such resignations, and (ii) irrevocable proxies in form and substance acceptable to Lender, executed in blank, enabling Lender in its sole discretion after the occurrence and during the continuance of an Event of Default to exercise the votes held by Borrower in the Condominium Association. In furtherance of the foregoing, Borrower shall promptly notify Lender if Borrower has the right to appoint a replacement officer and/or director to the Condominium Association or a director is elected who is eligible because such director is a person authorized to act on behalf of Borrower, and such replacement officer and/or director shall execute and deliver to Agent the documents contemplated pursuant to this clause (g). (h) Borrower shall pay all costs and expenses incurred by Lender in connection with the Condominium Documents (including costs and expenses associated with conducting any investigations, reviews, valuations or searches which Lender shall deem necessary in its sole discretion), obtaining updated title insurance and the preparation and review of any portion documents and/or modifications or amendments to any of the Common Elements. It is expressly agreed that Tenant’s lack of control Loan Documents which Lender or its attorneys shall deem necessary, including reasonable costs and expenses incurred by Lender in connection with any review of the Common Elements Condominium Documents. (i) If Borrower shall not be deemed default in the performance or construed observance of any material term, covenant or condition of the Condominium Documents on the part of Borrower to be evidence performed or observed (and has failed to timely commence and/or is not diligently prosecuting the cure of such default within any applicable notice and/or cure periods provided in the applicable Condominium Documents), then, without limiting the generality of the other provisions of the Mortgage, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be necessary to cause all of the material terms, covenants and conditions of the applicable Condominium Documents on the part of Borrower to be performed or observed or to be promptly performed or observed on behalf of Borrower, to ensure that the rights of Borrower and Lender in, to and under the Condominium Documents shall be kept unimpaired as a Tenant Obligation being “beyond result thereof and free from default, even though the control” existence of Tenant such event of default or the nature thereof be questioned or denied by Borrower or by any party on behalf of Borrower. In any such event, Lender and any Person designated as Lender’s agent by Lender shall have, and are hereby granted, to the extent permitted by Legal Requirements, the right to enter upon the Property at any time with prior notice (which may be given verbally if such entrance is due to an emergency relating to the Property, to remedy any imminent danger on or to the Property or in order to investigate and cure an Event of Default hereunder) and from time to time for the purpose of taking any such action to cause all such terms, covenants and conditions to be performed. Lender may pay and expend such sums of money as Lender deems necessary for any purposes of this Lease such purpose. Borrower hereby agrees to pay to Lender promptly upon demand, all such sums so paid and that Tenant’s failure to comply expended by Lender, together with any Tenant Obligation set forth herein interest thereon from the day on which Borrower receives such demand until paid at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be a default secured by the legal operation and effect of Tenant hereunderthe Mortgage.

Condominium Documents. (a) If Tenant shall desire to amendUpon substantial completion of the Building, modify or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Document. (b) It Property shall be Tenant’s responsibility submitted to assure that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. Landlord’s determination that the Condominium Documents conform to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions and responsibilities in respect of the Common Elements, the Condominium Association (and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, condominium regime pursuant to the Condominium Declaration or otherwiseDocuments to permit separate ownership and financing of the Commercial/Garage Unit and the Retail Unit, provided, however, that notwithstanding the submission of the Property to a condominium regime, Landlord shall remain directly liable for the performance of all its obligations under this Lease. ▇▇▇▇▇▇ agrees to subordinate this Lease to the Condominium Association to perform) every Tenant Obligation Documents and all future amendments and modifications thereto and enter into any instruments reasonably requested by Landlord in respect of connection with the foregoing so long as the same are not inconsistent with and would not impair any portion of the Common Elementsrights of Tenant under this Lease. It is expressly agreed As a condition to such subordination, Landlord shall deliver to Tenant a Non-Disturbance Agreement from the Board in the form of Exhibit P attached hereto (the “Board SNDA”). Tenant acknowledges that Tenant’s lack the Landlord shall establish the Condominium by recording the Condominium Documents with the Registry of control Deeds upon substantial completion of the Common Elements Building. ▇▇▇▇▇▇ further acknowledges that it has reviewed drafts of the Condominium Documents, which Landlord has provided to Tenant prior to the date hereof. Landlord shall have the right to make changes to such draft Condominium Documents as Landlord deems necessary or desirable in Landlord’s sole discretion; provided, however, that Tenant shall have the right to approve any such change (which approval shall not be deemed unreasonably withheld, conditioned or construed delayed) that could reasonably be expected to be evidence (i) materially and adversely affect any of a Tenant Obligation being “beyond the control” of Tenant for any purposes of Tenant’s rights under this Lease and that (ii) increase any of Tenant’s failure obligations under this Lease. Further, (i) under no circumstances shall the Board have the right to comply with terminate this Lease or impose or assess any fines or penalties of any kind directly to Tenant, and (ii) in the event the Board fails to perform any of its obligations under the Condominium Documents and there is any material adverse effect on any of Tenant’s rights hereunder as a result thereof, Tenant Obligation set forth herein shall be a default of Tenant hereunderhave the right to require that Landlord use diligent efforts, at its sole cost and expense, to perform such obligations as soon as possible.

Condominium Documents. After giving effect to any estoppels delivered to Administrative Agent and/or Lender in connection with the closing of the Loan and except as set forth on Schedule XIV: (a) If Tenant shall desire The Condominium has been legally and validly created pursuant to amend, modify or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent that is greater than de minimis all Legal Requirements and the form Condominium Documents. Borrower has provided to Administrative Agent a true, complete and correct copy of such amendmentall Condominium Documents (excluding the 91-165 Hanua Street By-Laws). There have not been amendments or modifications to the Condominium Documents, modification with the exception of written instruments disclosed to Administrative Agent in this Agreement or supplement condominium board estoppels delivered to Administrative Agent in connection with the closing of the Loan. Other than the Condominium Documents, to Borrower’s knowledge, there are no agreements to which the Condominium or the Board is otherwise reasonably acceptable a party which are not of record that affect the Condominium’s, the Board’s or the Borrower’s obligations with respect to Landlord, Landlord shall so amend, modify the applicable Individual Property and which (i) reduce in any material respect the Condominium’s or supplement such the Board’s obligations under the Condominium DocumentDocuments with respect to the building or the applicable Individual Property or (ii) increase in any material respect Borrower’s obligations under the Condominium Documents with respect to the building or the applicable Individual Property. (b) It shall be Tenant’s responsibility The 91-165 Hanua Street By-Laws are substantially similar in both form and substance as compared to assure that the by-laws governing the condominium regimes located at 91-222 Olai Street, Kapolei, HI., 91-259 Olai Street, Kapolei, HI., and 91-174 Olai Street, Kapolei, HI. (c) As of the Closing Date, Borrower is the owner of all condominium units in each Condominium Documents comply with all Legal Requirements(HI). Borrower acknowledges and agrees that, for the purposes of this Agreement, including, without limitation, the rules and regulations release provisions set forth in Section 2.10 hereof, “Individual Property” with respect to each Condominium (HI) shall mean all condominium units owned by Borrower as of the New York State Department Closing Date. As of Lawthe Closing Date, Borrower Controls, and representatives of Borrower hold all seats on, each Board. LandlordBorrower is able to exercise all rights set forth in the Loan Documents without being subject to any restriction set forth in the Condominium Documents. Borrower’s determination that interest under the Condominium Documents conform has not been assigned pursuant to any assignment except to Administrative Agent and Lender pursuant to the Loan Documents. (d) Except for the Permitted Encumbrances and other encumbrances of record, there are no liens capable of being asserted for amounts due under the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirementswhich, includingif unpaid, without limitation, may be asserted as a lien prior to the rules and regulations lien of the New York State Department Security Instrument. No party to the Condominium Documents has a right of Lawfirst refusal or an option to purchase the Property that would apply to a foreclosure or the first sale by the successor owner after a foreclosure. (ce) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions Condominium Documents are in full force and responsibilities in respect effect and no default has occurred on the part of the Common Elements, Borrower under the Condominium Association Documents, nor to Borrower’s knowledge has any default occurred by the Board under the Condominium Documents (and not Tenantexcept in each case, any such default that has been previously cured). There is no existing condition which, but for the passage of time or the giving of notice, could result in (i) controls a default by the Common Elements. Notwithstanding Tenant’s lack of control Borrower under the terms of the Condominium Documents or (ii) to Borrower’s knowledge, a default by the Board under the terms of the Condominium Documents. There are no judgments, suits or claims pending, filed or threatened in writing against the Condominium or the Board, and there are no set-offs, claims, counterclaims or defenses being asserted or, to Borrower’s knowledge, capable of being asserted after giving the requisite notice, if any, required under the Condominium Documents or otherwise known by Borrower for the enforcement of the obligations of any party thereunder. (f) All Common Elements, Tenant shall perform Expenses (or cause, if any) due and payable by Borrower pursuant to the Condominium Declaration Documents as of the date hereof have been fully paid. There are currently no special, supplemental or otherwiseotherwise extraordinary Assessments pending or proposed (other than regular, annual Assessments) by the Board, and no working capital reserves have been established with respect to the Condominium. The Board has not proposed any significant capital expenditures for the Condominium for the current or two (2) next succeeding calendar years. (g) Borrower or the Board currently maintains (or shall cause to be maintained) insurance coverage with respect to all of the common elements which comprise a portion of, and are appurtenant to, the applicable Individual Property as required by the Condominium Association Documents. (h) Neither the Board nor the Condominium is a party to perform) every Tenant Obligation in respect any loan, credit agreement or other arrangement for any extension of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed credit, whether funded or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderfunded.

Condominium Documents. (a) If Tenant Borrower shall desire not, without the prior written consent of Lender, vote in any manner, or consent, to amend, modify or supplement any action of any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent Association that is greater than de minimis and prohibited or requires Lender’s consent under the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium DocumentLoan Documents. (b) It Borrower shall be Tenant’s responsibility to assure that the Condominium Documents comply with all Legal Requirements, includingnot, without the prior written consent of Lender, in furtherance, and not in limitation, the rules and regulations of the New York State Department prohibitions set forth in clause (a) above, cast any such vote or give any such consent, or permit any Borrower Party to cast any such vote or give any such consent, where such vote or consent could adversely affect, alter or impair the lien of Law. Landlord’s determination that the Condominium Documents conform to Mortgage or the provisions security therefor, where such vote or consent could increase the obligation or diminish the rights of this Lease shall not beLender or where such vote or consent could adversely affect the Property, nor shall it be construed to be or relied upon by Tenant or any other Person aswithout, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitationin each instance, the rules and regulations prior written consent of the New York State Department of LawLender. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder Borrower shall not, without the prior written consent of Lender, cancel (or vote to undertake specific actions and responsibilities cancel) any Condominium Document or, except as expressly permitted pursuant to this Agreement, modify, change, supplement, alter or amend any Condominium Document (or vote to do so), in respect any respect, either orally or in writing, and, to the extent assignable, Borrower hereby assigns to Lender, as further security for the Loan, all of the Common Elementsrights, privileges and prerogatives of Borrower under the Condominium Documents to terminate, cancel, modify, change, supplement, alter or amend the Condominium Documents, and any such prohibited termination, cancellation, modification, change, supplement, alteration or amendment of any Condominium Document without the prior consent of Lender shall be void and of no force and effect. (d) Borrower shall not, without the prior written consent of Lender, to the extent of Borrower’s ability, permit the Condominium Association, any officers of the Condominium Association (and not Tenant) controls or the Common Elements. Notwithstanding Tenant’s lack managing agent of control of the Common Elements, Tenant shall perform (or cause, pursuant to the Condominium Declaration or otherwise, the Condominium Association to performestablish any material working capital or other reserves or undertaking with respect to any material capital expenditures. (e) every Tenant Obligation Borrower shall not, without the prior written consent of Lender, to the extent of Borrower’s ability, permit the Condominium Association to incur any indebtedness or to encumber the Condominium in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderconnection therewith.

Condominium Documents. (a) If Tenant Borrower shall desire observe and perform each and every material term to amend, modify be observed or supplement any performed by Borrower as the owner of Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent that is greater than de minimis and Property under the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium DocumentDocuments. (b) It Subject to Borrower’s right to contest the same in accordance with the express terms and conditions hereof and of the other Loan Documents and of the Condominium Documents, if any, Borrower shall be Tenant’s responsibility promptly pay all Assessments imposed pursuant to assure that the Condominium Documents comply when the same become due and payable with all Legal Requirementsrespect to the Condominium Property. Borrower shall deliver to Lender, includingpromptly upon request, without limitation, the rules and regulations of the New York State Department of Law. Landlord’s determination evidence satisfactory to Lender that the Condominium Documents conform Assessments have been so paid and are not delinquent with respect to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of LawProperty. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions Lender shall have the rights and responsibilities privileges which Borrower has as though Lender were in respect fact the owner of the Common ElementsCondominium Property, which rights and privileges shall include, without limitation, all voting rights accruing to Borrower under the terms of the Condominium Association (Documents. Upon the occurrence and not Tenant) controls during the Common Elementscontinuance of an Event of Default, Lender may vote in place of Borrower and may exercise any and all of said rights. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest to vote as Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, pursuant anything contained herein to the Condominium Declaration contrary, nothing contained herein or otherwiseotherwise shall render Lender liable for any Assessments. (d) The Trustee shall at all times be a financial institution or trust company having a long-term credit rating of not less than “A” or its equivalent by S&P and ▇▇▇▇▇’▇. (e) Borrower shall promptly deliver to Lender a true, complete and correct copy of all notices of default received by Borrower with respect to any obligation or duty of Borrower under the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderDocuments.

Condominium Documents. (a) If Tenant shall desire to amend, modify or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a. The Purchaser hereby acknowledges having received and reviewed a substantive right copy of any the Declarant's current Public Party or of any party thereto to an extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Document. (b) It shall be Tenant’s responsibility to assure that Offering Statement for the Condominium Documents comply Property, together with any and all Legal Requirementsattachments and exhibits thereto (as required by Section 3402, including, without limitation, the rules and regulations as amended of the New York State Department of Law. Landlord’s determination that the Condominium Documents conform to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions and responsibilities in respect of the Common Elements, the Condominium Association (and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, pursuant to the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common ElementsPUCA). It is expressly understood and agreed by the Purchaser that Tenant’s lack until the first recorded conveyance of control a Unit in the Condominium Property from the Declarant to any third party, the Declarant shall have the right, acting alone, to amend either or both of the Declaration (including the Plats and Plans) and the Bylaws for the Condominium Property; provided, however, that if any such amendment materially adversely affects the rights of the Purchaser, the Declarant must obtain the Purchaser's written consent thereto. The actual configuration of the Unit may differ from that shown in the Plats and Plans attached to the Public Offering Statement but, in such event, at Settlement, the Purchaser shall receive a revised set of Plats and Plans showing the actual configuration of the Purchaser's Unit. Prior to the recording of the Declaration, the Declarant shall also have the right, acting alone to: i. change the location, size and layout of all Units in the Condominium Property other than the Purchaser’s Unit ii. change the location of Common Elements shall to provide for access to other Units whose location, size or layout have been altered, provided that such changes do not be deemed or construed impair access to the Unit; and, iii. change the Percentage Interests of other Units in the Condominium Property provided that such changes do not affect the Percentage Interest of the Purchaser's Unit. b. The Purchaser agrees to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease bound by and that Tenant’s failure to comply with any Tenant Obligation set forth herein the terms and conditions of the Declaration and the Bylaws of 44th & Summit Development, LLC from and after the completion of the Settlement hereunder, which agreement shall survive such Settlement. The Purchaser and the Declarant agree that all of the rights, terms and conditions, contained in the Public Offering Statement, including all attachments and exhibits thereto, are incorporated in this Agreement and the Purchaser and the Declarant agree to be a default of Tenant hereunderbound by the provisions contained therein.

Condominium Documents. (a) If Tenant Borrower shall desire cause Mortgage Borrower to amendpromptly pay or cause to be paid all Common Expenses when the same become due and payable with respect to the Individual Property. Borrower shall not permit Mortgage Borrower to waive any obligation to pay Common Expenses without L▇▇▇▇▇’s prior written consent. Borrower shall cause Mortgage Borrower to promptly and faithfully observe, modify perform and comply in all material respects with all of the terms, covenants and provisions of the Condominium Documents and shall not permit Mortgage Borrower to do, suffer or supplement permit to be done any act, event or omission that may cause a default or breach under any of the Condominium Document, such Person Documents. Borrower or Mortgage Borrower shall submit same promptly notify Lender of (i) any adjustments made to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right the percentage of any Public Party or Common Expenses and (ii) the imposition of any party thereto special assessments levied or assessed under the Condominium Documents. Upon L▇▇▇▇▇’s request, Borrower or Mortgage Borrower shall provide Lender with copies of all statements issued by the Board for Common Expenses pursuant to an extent the Condominium Documents promptly after Borrower’s or Mortgage Borrower’s receipt thereof. Borrower shall or shall cause Mortgage Borrower to furnish to Lender such information and such other evidence as Lender may request from time to time concerning the applicable Individual Mortgage Borrower’s due observance, performance and compliance with the terms, covenants and provisions of the Condominium Documents, including, without limitation, evidence that is greater than de minimis and the form of such amendment, modification Common Expenses been so paid or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Documentare not then delinquent. (b) It Borrower shall cause Mortgage Borrower, or cause Mortgage Borrower to cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and conditions required to be Tenant’s responsibility performed and/or observed by any other party under each of the Condominium Documents. (c) Borrower shall cause Mortgage Borrower to assure that comply, and cause Mortgage Borrower to cause its representatives on the applicable Board to comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Condominium in accordance with applicable law. (d) Borrower or Mortgage Borrower shall promptly send to Lender a copy of (A) any notice received or sent by Mortgage Borrower alleging any default by Mortgage Borrower under, or noncompliance with, any of the Condominium Documents comply and do all such acts and undertake all steps and institute all proceedings as shall be necessary to cure or avert such default, (B) any responses, demands or further notice received or sent by Mortgage Borrower in regard to any of the foregoing matters and (C) all communications with all Governmental Authorities and any written communication alleging a violation of the terms of any applicable Legal Requirement. Borrower or Mortgage Borrower shall promptly notify Lender in writing of the initiation of any litigation, arbitration or other proceeding affecting Borrower, Mortgage Borrower or the Property under or in connection with the Condominium Documents. (e) Without Lender’s prior consent, Borrower shall not permit Mortgage Borrower to (and shall not permit Mortgage Borrower to, through its representatives on the applicable Board, vote to) submit to a Governmental Authority or amend, modify, supplement, replace or terminate, or suffer or permit any amendment or modification of or supplement to, any of the Condominium Documents, and shall not permit Mortgage Borrower to waive or release any of its rights and remedies under any of the Condominium Documents, provided that, to the extent that Lender shall consent thereto, any such amendment, supplement, replacement or other modification or waiver or release shall be made in accordance with any applicable Legal Requirements. (f) Without Lender’s prior consent, which shall not be unreasonably withheld, conditioned or delayed, Borrower shall not permit Mortgage Borrower to, and shall not permit Mortgage Borrower to permit any of its representatives on the applicable Board to, (i) make any additions or improvements to the common elements of the Condominium, except as such additions or improvements are completed in accordance with this Agreement, (ii) except for Permitted Encumbrances, borrow or incur any indebtedness for borrowed money on behalf of the Condominium or any encumbrance of the Condominium in connection therewith, (iii) expend any insurance proceeds or condemnation awards for the repair or restoration of the Condominium and its common elements other than in accordance with this Agreement, or (iv) create any new units. (g) In addition to L▇▇▇▇▇’s other consent rights as specified in this Agreement, unless the following actions are required to effect a matter expressly required by Legal Requirements, Borrower shall not permit Mortgage Borrower to, and shall not permit Mortgage Borrower to permit any of its representatives on the applicable Board to, exercise any other material approval, consent or voting right to which it is entitled under the Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an Individual Material Adverse Effect, in each case without obtaining L▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (h) Borrower shall cause Mortgage Borrower to take (and cause to be taken) all such actions and shall cause Mortgage Borrower to do (and cause to be done) all such things as are necessary under the Condominium Documents from time to time to cause Lender to be a recognized mortgagee within the meaning of, and for all purposes under, the Condominium Documents (including, without limitation, serving a notice specifying the proper name and address of Lender to the applicable Board in accordance with the terms thereof), subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents. To the extent that any approval rights, consent rights or other rights or privileges are granted to the holder of a recognized mortgagee under the Condominium Documents, subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents, then such approval rights, consent rights or other rights or privileges shall be deemed to be required by this Agreement. Borrower shall not permit Mortgage Borrower to assign (other than to Mortgage Administrative Agent) or encumber (other than in favor of Mortgage Administrative Agent) any of its rights under the Condominium Documents. (i) Upon the occurrence and during the continuance of an Event of Default by Mortgage Borrower under any of the Condominium Documents, subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents, Lender may (but shall not be obligated to), in its sole discretion, cause such default by Mortgage Borrower to be remedied and otherwise take or perform such other actions as Lender may deem necessary or desirable in connection therewith. Borrower or Mortgage Borrower shall, on demand, reimburse Lender for all advances made and expenses incurred by L▇▇▇▇▇ in curing any such default (including, without limitation, attorney’s fees), together with interest thereon at the Default Rate from the date expended to the date repaid in full. The provisions of this Section 4.28(i) are in addition to any cure rights or other rights or remedies granted to Lender under the Condominium Documents, the Loan Documents or otherwise, in each case, subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents. (j) Borrower acknowledges and agrees that no release or forbearance of any of Mortgage Borrower’s obligations under any of the Condominium Documents or otherwise shall release Borrower from any of its obligations under this Agreement, including without limitation its obligations to cause Mortgage Borrower to pay all operating expenses, including, without limitation, the rules Common Expenses and regulations the performance of all of the New York State Department terms, provisions, covenants, conditions and agreements contained in the Condominium Documents, to be kept, performed and complied with by Mortgage Borrower. (k) Subject to the rights of Law. Landlord’s determination that Mortgage Administrative Agent under the Mortgage Loan Documents, Lender shall have the rights and privileges which Mortgage Borrower has under the Condominium Documents conform to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, (including, without limitation, all voting rights) as though Lender were the rules and regulations owner of the New York State Department Individual Property, but only upon the occurrence and during the continuance of Lawan Event of Default, Lender may vote in place of Mortgage Borrower and may exercise any and all of said rights and privileges. Subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents, Borrower hereby irrevocably appoints L▇▇▇▇▇ as B▇▇▇▇▇▇▇’s attorney-in-fact, coupled with an interest to vote as B▇▇▇▇▇▇▇’s proxy and to act with respect to all of said rights and privileges so long as any Event of Default exists. Written notice from Lender to the applicable Board shall be deemed conclusive as to the existence of such Event of Default and as to Lender’s rights and privileges under this Section 4.28. Notwithstanding the foregoing, nothing contained in this Section 4.28 or otherwise, and no action taken by Lender under this Section 4.28 or otherwise, shall render Lender liable for any Operating Expenses. Notwithstanding anything contained herein or otherwise to the contrary, Lender shall not have any liability or obligation under this Section 4.28 by virtue of this Agreement or Lender’s acceptance of the Pledge Agreement. (cl) The parties hereto acknowledge that despite Tenant covenanting hereunder With respect to undertake specific actions the then-existing members of each Board appointed by B▇▇▇▇▇▇▇, and responsibilities in respect during the term of the Common ElementsLoan with respect to any new members of any Board appointed by B▇▇▇▇▇▇▇, subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents and in connection with the foreclosure of the Pledge Agreement, Borrower shall deliver to Lender an Irrevocable Proxy and Conditional Resignation to be held in escrow by Lender and submitted (at Lender’s option) upon the occurrence and continuance of an Event of Default. Upon the occurrence and continuance of an Event of Default, subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents, L▇▇▇▇▇ has the right remove any Board member appointed by B▇▇▇▇▇▇▇, and Lender shall have the right to designate the replacement for such Board member. (m) Borrower shall not permit Mortgage Borrower to cause or permit any modification to the rights of Mortgage Borrower or any Affiliate as declarant under each of the Condominium Association (Documents, and Borrower shall not Tenant) controls permit Mortgage Borrower to exercise, or cause or permit any Affiliate of Mortgage Borrower to exercise, any right to withdraw as declarant or otherwise assign, limit or otherwise modify the Common Elements. Notwithstanding Tenant’s lack rights of control Mortgage Borrower or such Affiliate in effect as of the Common ElementsClosing Date as declarant, Tenant shall perform (or cause, pursuant to under any of the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderDocuments.

Condominium Documents. Prior to commencement of construction of the Included Improvements, Seller shall deliver to Buyer drafts the Declaration of Covenants, Conditions and Restrictions for the Master Condominium (a) If Tenant shall desire to amendthe "Master Declaration"), modify or supplement any the Condominium DocumentPlat for the Master Condominium ("Master Plat"), such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent that is greater than de minimis and the form Articles of such amendmentIncorporation and Bylaws for the Master Condominium association (collectively, modification the "Master Association Documents"), to be formed pursuant to the terms of the Master Declaration, and the Declaration of Covenants, Conditions and Restrictions for each Condominium (the "Declaration"), the Condominium Plat for each Condominium ("Plat"), and the Articles of Incorporation ("Articles") and Bylaws ("Bylaws") for the each respective Condominium association (collectively, the "Association"), to be formed pursuant to the terms of the Declaration (collectively, the Master Declaration, Master Plat, Master Association Documents, Declaration, Plat, Articles of Incorporation, Bylaws and the Shell Space Criteria described in and any rules, regulations adopted pursuant to the Declaration or supplement is otherwise reasonably acceptable the Master Declaration are referred to Landlord, Landlord herein as the "Condominium Documents"). Buyer shall so amend, modify or supplement such Condominium Document. (b) It shall be Tenant’s responsibility have the right to assure that review the Condominium Documents comply with all Legal Requirementsand may provide commercially reasonable objections to any provision of any Condominium Documents that Buyer determines will adversely affect the use, including, without limitation, the rules and regulations management or operation of the New York State Department respective Unit for Buyer's intended purpose. Buyer shall provide written notice of Lawsuch objection to Seller on or before twenty (20) business days after the date of Buyer's receipt of the last Condominium Document for each respective Condominium, said notice to specify in reasonable detail any matter to which Buyer objects. Landlord’s determination that If Buyer gives any notice of objection to any matter contained in the Condominium Documents, then Seller shall, within ten (10) days after the date such notice of objection is given, either (i) resubmit such Condominium Documents with the appropriate revisions requested by Buyer duly made or (ii) provide notice to Buyer of its refusal to make any such change. In the event Seller fails to provide notice under subsection (ii) above, Seller will be deemed to have elected not to modify the Condominium Documents. In the event Buyer approves of the Condominium Documents conform pursuant to the provisions of this Lease shall not beSection 4, nor shall it be construed Seller will provide Buyer with any proposed changes to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions and responsibilities in respect of the Common Elements, for Buyer's approval. If Buyer does not approve the Condominium Association (and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common ElementsDocuments or any changes to any previously approved Condominium Documents, Tenant shall perform (or cause, pursuant to the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation Buyer may terminate its obligations under this Agreement in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply accordance with any Tenant Obligation set forth herein shall be a default of Tenant hereunderSection 22 below.

Condominium Documents. (a) Landlord may determine to establish a condominium with respect to the Building. If Tenant shall desire Landlord determines to amendestablish a condominium, modify or supplement any Condominium Document, such Person shall submit same to Landlord andthen, so long as such proposed amendment, modification or supplement would not, Tenant is provided with a customary non-disturbance agreement in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent that is greater than de minimis form and the form of such amendment, modification or supplement is otherwise substance reasonably acceptable to Tenant and Landlord, this Lease shall be subject and subordinate to all of the documents creating the condominium (the “Condominium Documents”); provided, however, that (i) in the exercise of any right thereunder, Landlord shall so amend, modify or supplement such Condominium Document. (b) It shall be use reasonable efforts to minimize any interference with Tenant’s responsibility to assure that use and enjoyment of the Condominium Documents comply with all Legal RequirementsLeased Premises and any appurtenant rights herein granted, including, without limitation, Tenant’s access to and from the rules Leased Premises, the Garage and regulations the Common Areas; and (ii) neither the creation of the New York State Department of Law. Landlord’s determination that condominium nor the Condominium Documents conform shall (a) adversely modify, or expressly permit adverse modification of, the repair, maintenance, operation or service requirements set forth in this Lease, (b) diminish or adversely affect, to more than a de minimis extent, Tenant’s use of, or access to, the Leased Premises or to the provisions of Common Areas or Tenant’s other rights under this Lease shall not beLease, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. (c) The parties hereto acknowledge that despite increase Tenant covenanting hereunder nonmonetary obligations under this Lease to undertake specific actions and responsibilities in respect more than a de minimis extent, (d) increase Tenant’s monetary obligations under this Lease, or (e) cause the usable area of the Common ElementsLeased Premises or its ceiling heights to be reduced beyond a de minimis amount. Without limiting the foregoing, in no event shall any common area charges allocable to the unit containing the Office Portion be included in Operating Costs (as hereinafter defined) under this Lease if such common area charges would otherwise be considered to be Exclusions (as hereinafter defined) but for the implementation of the condominium regime. If applicable, the “Condominium Association (and not Tenant) controls Property” shall refer to the Common Elements. Notwithstanding Tenant’s lack of control Office Portion of the Common ElementsBuilding and common elements associated therewith, Tenant shall perform (or cause, pursuant to as described in the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderDocuments.

Condominium Documents. (a) If Tenant Borrower shall desire promptly pay or cause to amendbe paid all Common Expenses when the same become due and payable with respect to the Individual Property. Borrower shall not waive any obligation to pay Common Expenses without L▇▇▇▇▇’s prior written consent. Borrower shall promptly and faithfully observe, modify perform and comply in all material respects with all of the terms, covenants and provisions of the Condominium Documents and shall not do, suffer or supplement permit to be done any act, event or omission that may cause a default or breach under any of the Condominium Document, such Person Documents. Borrower shall submit same promptly notify Lender of (i) any adjustments made to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right the percentage of any Public Party or Common Expenses and (ii) the imposition of any party thereto special assessments levied or assessed under the Condominium Documents. Upon L▇▇▇▇▇’s request, Borrower shall provide Lender with copies of all statements issued by the Board for Common Expenses pursuant to an extent the Condominium Documents promptly after B▇▇▇▇▇▇▇’s receipt thereof. Borrower shall furnish to Lender such information and such other evidence as Lender may request from time to time concerning B▇▇▇▇▇▇▇’s due observance, performance and compliance with the terms, covenants and provisions of the Condominium Documents, including, without limitation, evidence that is greater than de minimis and the form of such amendment, modification Common Expenses been so paid or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Documentare not then delinquent. (b) It Borrower shall, or shall cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and conditions required to be Tenant’s responsibility performed and/or observed by any other party under each of the Condominium Documents. (c) Borrower shall comply, and shall cause its representatives on the applicable Board to assure that comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Condominium in accordance with applicable law. (d) Borrower shall promptly send to Lender a copy of (A) any notice received or sent by Borrower alleging any default by Borrower under, or noncompliance with, any of the Condominium Documents comply and do all such acts and undertake all steps and institute all proceedings as shall be necessary to cure or avert such default, (B) any responses, demands or further notice received or sent by Borrower in regard to any of the foregoing matters and (C) all communications with all Governmental Authorities and any written communication alleging a violation of the terms of any applicable Legal Requirement. Borrower shall promptly notify Lender in writing of the initiation of any litigation, arbitration or other proceeding affecting Borrower or the Property under or in connection with the Condominium Documents. (e) Without Lender’s prior consent, Borrower shall not (and shall not, through its representatives on the applicable Board, vote to) submit to a Governmental Authority or amend, modify, supplement, replace or terminate, or suffer or permit any amendment or modification of or supplement to, any of the Condominium Documents, and shall not waive or release any of its rights and remedies under any of the Condominium Documents, provided that, to the extent that Lender shall consent thereto, any such amendment, supplement, replacement or other modification or waiver or release shall be made in accordance with any applicable Legal Requirements. (f) Without Lender’s prior consent, which shall not be unreasonably withheld, conditioned or delayed, Borrower shall not, and shall not permit any of its representatives on the applicable Board to, (i) make any additions or improvements to the common elements of the Condominium, except as such additions or improvements are completed in accordance with this Agreement, (ii) except for Permitted Encumbrances, borrow or incur any indebtedness for borrowed money on behalf of the Condominium or any encumbrance of the Condominium in connection therewith, (iii) expend any insurance proceeds or condemnation awards for the repair or restoration of the Condominium and its common elements other than in accordance with this Agreement, or (iv) create any new units. (g) In addition to Lender’s other consent rights as specified in this Agreement, unless the following actions are required to effect a matter expressly required by Legal Requirements, Borrower shall not, and shall not permit any of its representatives on the applicable Board to, exercise any other material approval, consent or voting right to which it is entitled under the Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an Individual Material Adverse Effect, in each case without obtaining L▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (h) Borrower shall take (and cause to be taken) all such actions and shall do (and cause to be done) all such things as are necessary under the Condominium Documents from time to time to cause Lender to be a recognized mortgagee within the meaning of, and for all purposes under, the Condominium Documents (including, without limitation, serving a notice specifying the proper name and address of Lender to the applicable Board in accordance with the terms thereof). To the extent that any approval rights, consent rights or other rights or privileges are granted to the holder of a recognized mortgagee under the Condominium Documents, then such approval rights, consent rights or other rights or privileges shall be deemed to be required by this Agreement. Borrower shall not assign (other than to Lender) or encumber (other than in favor of Lender as security for the Obligations) any of its rights under the Condominium Documents. (i) Upon the occurrence and during the continuance of an Event of Default by Borrower under any of the Condominium Documents, Lender may (but shall not be obligated to), in its sole discretion, cause such default by Borrower to be remedied and otherwise take or perform such other actions as Lender may deem necessary or desirable in connection therewith. Borrower shall, on demand, reimburse Lender for all advances made and expenses incurred by L▇▇▇▇▇ in curing any such default (including, without limitation, attorney’s fees), together with interest thereon at the Default Rate from the date expended to the date repaid in full. The provisions of this Section 4.28(i) are in addition to any cure rights or other rights or remedies granted to Lender under the Condominium Documents, the Loan Documents or otherwise. (j) Borrower acknowledges and agrees that no release or forbearance of any of Borrower’s obligations under any of the Condominium Documents or otherwise shall release Borrower from any of its obligations under this Agreement, including without limitation its obligations with respect to the payment of any operating expenses, including, without limitation, the rules Common Expenses and regulations the performance of all of the New York State Department of Law. Landlord’s determination that terms, provisions, covenants, conditions and agreements contained in the Condominium Documents, to be kept, performed and complied with by Borrower. (k) Lender shall have the rights and privileges which Borrower has under the Condominium Documents conform to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, (including, without limitation, all voting rights) as though Lender were the rules and regulations owner of the New York State Department Individual Property, but only upon the occurrence and during the continuance of Lawan Event of Default, Lender may vote in place of Borrower and may exercise any and all of said rights and privileges. Borrower hereby irrevocably appoints L▇▇▇▇▇ as B▇▇▇▇▇▇▇’s attorney-in-fact, coupled with an interest to vote as B▇▇▇▇▇▇▇’s proxy and to act with respect to all of said rights and privileges so long as any Event of Default exists. Written notice from Lender to the applicable Board shall be deemed conclusive as to the existence of such Event of Default and as to Lender’s rights and privileges under this Section 4.28. Notwithstanding the foregoing, nothing contained in this Section 4.28 or otherwise, and no action taken by Lender under this Section 4.28 or otherwise, shall render Lender liable for any Operating Expenses. Notwithstanding anything contained herein or otherwise to the contrary, Lender shall not have any liability or obligation under this Section 4.28 by virtue of this Agreement or Lender’s acceptance of the Security Instrument. (cl) The parties hereto acknowledge that despite Tenant covenanting hereunder On the Closing Date with respect to undertake specific actions the then-existing members of each Board appointed by B▇▇▇▇▇▇▇, and responsibilities in respect during the term of the Common ElementsLoan with respect to any new members of any Board appointed by B▇▇▇▇▇▇▇, Borrower shall deliver to Lender an Irrevocable Proxy and Conditional Resignation to be held in escrow by L▇▇▇▇▇ and submitted (at L▇▇▇▇▇’s option) upon the occurrence and continuance of an Event of Default. Upon the occurrence and continuance of an Event of Default, L▇▇▇▇▇ has the right remove any Board member appointed by B▇▇▇▇▇▇▇, and L▇▇▇▇▇ shall have the right to designate the replacement for such Board member. (m) Borrower shall not cause or permit any modification to the rights of Borrower or any Affiliate as declarant under each of the Condominium Association (Documents, and Borrower shall not Tenant) controls exercise, or cause or permit any Affiliate of Borrower to exercise, any right to withdraw as declarant or otherwise assign, limit or otherwise modify the Common Elements. Notwithstanding Tenant’s lack rights of control Borrower or such Affiliate in effect as of the Common ElementsClosing Date as declarant, Tenant under any of the Condominium Documents. (n) To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section and L▇▇▇▇▇ thereafter fails to respond, L▇▇▇▇▇’s approval shall perform (or cause, pursuant be deemed given with respect to the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant matter for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderwhich approval was requested.

Condominium Documents. (a) If Tenant shall desire to amendAll of the Condominium Documents are in full force and effect, modify unmodified by any writing or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Documentotherwise. (b) It shall be Tenant’s responsibility to assure that Borrower has not sent or received a notice of default under any of the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. Landlord’s determination that the Condominium Documents conform to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of LawDocuments. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions and responsibilities in respect All conditions of the Common ElementsCondominium Documents which were required to be satisfied, and all approvals which were required to be given, as of the date hereof, have been satisfied, given or waived. (d) Neither Borrower, nor to Borrower's knowledge, no other party is in default under any of the terms or provisions of the Condominium Association (Documents and not Tenant) controls no event has occurred which with the Common Elements. Notwithstanding Tenant’s lack passage of control time or the giving of notice or both would constitute an event of default by Borrower under any of the Condominium Documents. (e) Borrower has delivered to Lender a true and correct copy of each of the Condominium Documents, certified by Borrower, together with true and correct copies of all amendments and modifications thereof. (f) All Common ElementsCharges and other charges, Tenant shall perform (or causefees, pursuant assessments and reserves under the Condominium Documents that are payable by Borrower have been paid to the Condominium Declaration or otherwise, extent they are payable prior to the Condominium Association to performdate hereof. (g) every Tenant Obligation in respect Borrower has no notice of any "special assessments" assessed or pending by the Association against either the Hotel Unit or the Office Unit. (h) Borrower has no knowledge of any casualty occurring with respect to the portion of the Common Elements. It is expressly agreed that Tenant’s lack of control Condominium designated the "Office Unit." (i) All of the Common Elements shall not be deemed or construed to be evidence members and officers of a Tenant Obligation being the Board of Directors of the Association (the “beyond Board of Directors”) are listed on Schedule XI attached hereto. The members of the control” Board of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderDirectors appointed by Borrower are designated as such on Schedule XI attached hereto.

Condominium Documents. (a) If Tenant Borrower shall desire promptly pay or cause to amendbe paid all Common Expenses when the same become due and payable with respect to the Individual Property. Borrower shall not waive any obligation to pay Common Expenses without Administrative Agent’s prior written consent. Borrower shall promptly and faithfully observe, modify or supplement any Condominium Documentperform and comply in all material respects with all of the terms, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right covenants and provisions of any Public Party or of any party thereto to an extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Document. (b) It shall be Tenant’s responsibility to assure that the Condominium Documents comply and shall not do, suffer or permit to be done any act, event or omission that may cause a default or breach under any of the Condominium Documents. Borrower shall promptly notify Administrative Agent of (i) any adjustments made to the percentage of any Common Expenses and (ii) the imposition of any special assessments levied or assessed under the Condominium Documents. Upon Administrative Agent’s request, Borrower shall provide Administrative Agent with copies of all Legal Requirementsstatements issued by the Board for Common Expenses pursuant to the Condominium Documents promptly after Borrower’s receipt thereof. Borrower shall furnish to Administrative Agent such information and such other evidence as Administrative Agent may request from time to time concerning Borrower’s due observance, performance and compliance with the terms, covenants and provisions of the Condominium Documents, including, without limitation, evidence that such Common Expenses been so paid or are not then delinquent. (b) Borrower shall, or shall cause its representatives on the rules applicable Board to, enforce the performance and regulations observance (or cause the same) of all the covenants, agreements and conditions required to be performed and/or observed by any other party under each of the New York State Department of Law. Landlord’s determination that the Condominium Documents conform to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of LawDocuments. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder Borrower shall comply, and shall cause its representatives on the applicable Board to undertake specific comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as may be necessary from time to time to preserve and responsibilities maintain the Condominium in respect accordance with applicable law. (d) Borrower shall promptly send to Administrative Agent a copy of (A) any notice received or sent by Borrower alleging any default by Borrower under, or noncompliance with, any of the Common ElementsCondominium Documents and do all such acts and undertake all steps and institute all proceedings as shall be necessary to cure or avert such default, (B) any responses, demands or further notice received or sent by Borrower in regard to any of the foregoing matters and (C) all communications with Governmental Authorities and any written communication alleging a violation of the terms of any applicable Legal Requirement. Borrower shall promptly notify Administrative Agent in writing of the initiation of any litigation, arbitration or other proceeding affecting Borrower or the Property under or in connection with the Condominium Association (and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, pursuant to the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderDocuments.

Condominium Documents. (a) If Tenant shall desire The filing of the Condominium Declaration created a valid condominium under the laws of the State. Borrower has delivered to amendLender true, modify correct and complete copies of the Condominium Documents, and there have not been amendments or supplement any modifications to the terms of the Condominium Document, such Person shall submit same Documents. All Condominium Documents comply with all applicable Legal Requirements. The Condominium Documents permit the Property to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent that is greater than de minimis and be encumbered by the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium DocumentMortgage. (b) It shall be Tenant’s responsibility to assure that All Condominium Assessments and other sums due and payable by Borrower under the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Lawhave been paid in full. Landlord’s determination that No Person under the Condominium Documents conform to has commenced any action or given or received any notice for the provisions purpose of this Lease shall not beterminating the condominium regime. There are currently no special or extraordinary Condominium Assessments pending (other than regular, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the monthly Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of LawAssessments). (c) Borrower’s interest in the Condominium Documents (if any) is assignable upon notice to, but without the consent of, any other party thereto, and, in the event that it is so assigned, it is further assignable upon notice to, but without the need to obtain the consent of, any party thereto. (d) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions and responsibilities in respect Condominium Documents do not prohibit the exercise of the Common Elementsremedies available to Lender, including acquisition of title to the Property through foreclosure, deed in lieu thereof or otherwise, without the requirement for consent of or approval by the Condominium Association. (e) To the best of Borrower’s knowledge, the Condominium Association (has been legally and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, validly created pursuant to the Condominium Declaration or otherwiseAct and any rules promulgated pursuant thereto. (f) To the best of Borrower’s knowledge, the Condominium Association Documents are valid and enforceable and in full force and effect and there is no default thereunder, and Borrower has not (and to performthe best of Borrower’s knowledge, Borrower’s predecessor as owner of the Property has not) every Tenant Obligation in respect (i) received notice of any portion default thereunder, (ii) received notice of any conditions which, with the Common Elements. It passage of time or the giving of notice, or both, would constitute a default thereunder, or (iii) delivered to any other Person a notice of default or notice of any conditions which, with the passage of time or the giving of notice, or both would constitute a default thereunder. (g) Borrower shall comply with the terms of each Offering Plan and all applicable Legal Requirements and the requirements of any Governmental Authority having jurisdiction over the Property. (h) The Condominium Association is expressly agreed that Tenant’s lack not a party to any loan, credit agreement or other arrangement for any extension of control of the Common Elements shall not be deemed credit, whether funded or construed to be evidence funded. (i) Attached hereto as Schedule 3.1.39(i) is a list of a Tenant Obligation being “beyond the control” all Residential Unit Agreements, true and complete copies of Tenant for any purposes each of this Lease and that Tenant’s failure which have been delivered to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderLender.

Condominium Documents. (a) If Tenant The Condominium Documents shall desire include, without limitation, the following: 1. Reasonable access and utility easements over the common elements for the benefit of Seller as “Declarant” and Buyer as “Successor Declarant” customarily reserved to amenddevelopers to facilitate development, modify or supplement construction and operations of condominium and timeshare projects. 2. Disclaimers and releases relating to any Condominium Documentliability of Seller and/or of Buyer as “Successor Declarant” for warranties, such Person shall submit same construction defects, volcanic emissions, and other conditions related to Landlord andthe Property as reasonably required by Seller. As between Declarant and Successor Declarant, so long as such proposed amendment, modification or supplement would not, a provision in Landlord’s reasonable opinion, affect a substantive right the Deed acknowledging that in the event of any Public Party conflict between the disclaimers and releases set forth in the Declaration and those contained in the Agreement, the terms and provisions of the Agreement shall control and survive Closing and delivery of the Deed(s). 3. All rights, powers and privileges for Seller as “Declarant” (and Buyer as “Successor Declarant” solely concerning the rights transferred in each Partial Assignment of Declarant’s Rights) as are typically set forth in condominium documents for similar resort and timeshare properties in the State of Hawaii, including, but not limited to, all Declarant Development and Special Declarant Rights whether by statute or of any party thereto otherwise including the option to an extent that is greater than de minimis convert space, unilateral amendment rights for the Declarant as permitted by law and the form of such amendmentright to create the Timeshare Plan and market, modification or supplement is otherwise reasonably acceptable sell, manage, operate, lease and offer timeshare interests within the Project. The Condominium Documents shall also provide that no amendment to Landlord, Landlord shall so amend, modify or supplement such Condominium Document. (b) It shall be Tenant’s responsibility to assure that the Condominium Documents comply with all Legal Requirementsshall alter, change or modify any of the rights, powers and privileges of Seller as “Declarant” without the written approval of Seller. 4. Seller’s exclusive right as “Declarant” to appoint and remove members of the board of directors of the Condominium Association. 5. Provisions granting the Condominium Association the power and authority to contract for the management and maintenance of the Condominium and to authorize a managing agent (who may be an affiliate of the “Declarant” or “Successor Declarant”) to assist the Condominium Association in carrying out its powers and duties including, without limitation, performing such functions as reviewing and evaluating the submission of proposals, collection of assessments, preparation of records, enforcement of rules and regulations and maintenance, repair and replacement of the New York State Department of Law. Landlord’s determination that the Condominium Documents conform to the provisions of this Lease common elements with such funds as shall not be, nor shall it be construed to be or relied upon made available by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions and responsibilities in respect of the Common Elements, the Condominium Association (and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, pursuant to the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereundersuch purposes.

Condominium Documents. (a) If This Lease is subject and subordinate to all of the terms, covenants, conditions and restrictions contained in the Condominium Documents, in the form as they exist on the date of this Lease, which Condominium Documents, in the final form presented to Tenant, have been accepted by Tenant prior to the date hereof. Tenant shall desire to amend, modify or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right comply with the terms and conditions of any Public Party or of any party thereto to an extent that is greater than de minimis and the form of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Document. (b) It shall be Tenant’s responsibility to assure that the Condominium Documents comply with all Legal Requirementsto the extent same affect and relate to the Demised Premises, including, without limitation, payment of all charges and assessments levied or imposed upon Landlord or the rules Demised Premises pursuant thereto that accrue during and regulations are related to periods falling within the Term, except as otherwise set forth in this Lease regarding the allocation between Landlord and Tenant for capital items and capital expenditure items, or any other provision, of this Lease and except for the New York State Department portion of Law. any charges or assessments for the Amenities or Amenities Space (each as defined in the Master Deed), all of which excepted items shall be paid for by Landlord’s determination that ; provided, however, in the event of any conflict between the terms, covenants, conditions and restrictions contained in the Condominium Documents conform to and the express provisions of this Lease, then, as between Landlord and Tenant, the provisions of this Lease shall govern and control. Notwithstanding that Landlord is responsible for payment of charges or assessments attributable to the Amenities or Amenities Space, Tenant shall have the right to use the same as Common Elements under the Condominium Documents, so long as the same remain Common Elements. Landlord shall provide to Tenant a copy of any proposed budgets, assessments, amendment and/or restatement or modification of the Master Deed, the By-Laws and the Rules and Regulations (including any proposed Site Plan Amendment, Execution of Documents or Common Utility Plan Amendment (as each is defined in the Master Deed). Landlord shall not beamend, nor or consent to any amendment of, or consent to or approve of any matter under, the Master Deed, the By-Laws and the Rules and Regulations in each case without Tenant’s prior written approval, which approval will not be unreasonably withheld, delayed or conditioned if the same does not impose additional monetary obligations upon Tenant, or if the same do not materially and adversely decrease Tenant’s right or increase Tenant’s obligations under this Lease, or materially and adversely affect Tenant’s use and occupancy of the Demised Premises, or access within the Center, in any which case Tenant’s consent may be given or withheld in Tenant’s sole and absolute discretion. Tenant’s response to a request for approval (a) shall be given or withheld within ten (10) business days after request, (b) shall be deemed approved if Tenant fails to grant or withhold such consent within five (5) business days after Landlord provides a second written notice to Tenant which references this section of the Lease and conspicuously states in bold, 12 point font or larger, that Tenant has failed to grant or withhold such consent within ten (10) business days after the first request, and if Tenant fails to respond to the second written notice within five (5) business days of delivery of the second notice it shall be construed deemed that Tenant’s consent has been granted. Landlord represents and warrants to Tenant that as of the date hereof, (i) the Master Deed, the By-Laws and the Rules and Regulations have not been modified, amended or terminated, other than those amendments previously provided to Tenant; (ii) the Master Deed, the By-Laws and the Rules and Regulations are currently in full force and effect; (iii) Landlord has received no written notice that Landlord is in default under the Master Deed, the By-Laws and the Rules and Regulations beyond any applicable notice and cure period and has no actual knowledge of any default by the Association; and (iv) to the best of Landlord’s knowledge, the Master Deed, the By-Laws and the Rules and Regulations are superior in lien to all mortgages and related liens affecting the Demised Premises. Provided no Event of Default has occurred and is then continuing, Landlord shall promptly provide Tenant a copy of all written notices and materials related thereto (e.g., notice of annual or special assessments and proposed budgets, assessments, amendments and/or restatements or modifications of the Master Deed, the By-Laws and the Rules and Regulations (including any proposed Site Plan Amendment, Execution of Documents or Common Utility Plan Amendment (as each is defined in the Master Deed)) which are received by Landlord regarding matters which will be the subject of any voting by the board of directors of the Association, and if Tenant notifies Landlord in writing within ten (10) business days after request that Tenant disapproves the matter(s) which will be the subject of any voting by the board of directors of the Association, then Landlord will not vote to approve any such matter, it being understood that if Tenant fails to so notify Landlord within two (2) business days after Landlord provides a second written notice to Tenant which references this section of the Lease and conspicuously states in bold, 12 point font or relied upon larger, that Tenant has failed to so notify Landlord within ten (10) business days after the first request, and if Tenant fails to respond to the second written notice within two (2) business days of delivery of the second notice, then it shall be deemed that Tenant shall have notified Landlord of Tenant’s approval of such matter(s). Landlord shall promptly forward to Tenant a copy of any and all notices and/or demands received by Tenant Landlord under or pursuant to the Master Deed, the By-Laws and the Rules and Regulations, which affect the Demised Premises or Tenant’s use or occupancy of the Demised Premises, the conduct of Tenant’s business therein, or Tenant’s rights or obligations pursuant to this Lease, or the use of the Common Elements by Tenant, or any other Person asmatters relating to costs of the Association that may be Tenant’s obligation under the Lease. Following Landlord’s acquisition of the Land, a determination that Landlord shall obtain any third-party approvals required under the Condominium Documents comply with all Legal RequirementsMaster Deed, the By-Laws and the Rules and Regulations for the performance of Landlord’s Work, including, without limitation, Tenant’s elevations and signage. Landlord shall, at Tenant’s sole cost and expense, reasonably cooperate with and take all reasonably necessary actions in order to allow Tenant to inspect and audit the rules and regulations Association’s charges pursuant to Section 13.5 of the New York State Department of Law. (c) The parties hereto acknowledge that despite Master Deed, and Landlord shall take all necessary actions to make such records available to Tenant covenanting hereunder to undertake specific actions for inspection, copying and responsibilities in respect auditing. In accordance with Section 7.3 of the Master Deed, any agreements entered into by the Association with Landlord or an Affiliate of Landlord to perform services for the Association shall be based on commercially reasonable terms, and to the extent the same are not on commercially reasonable terms, then any above-market charges incurred by the Association with respect to such agreements and allocated to Landlord under the Condominium Documents shall be paid by Landlord. No home office overhead, general and or administrative expenses, or executive salaries of any Affiliate of Landlord or the Sponsor (as defined in the Master Deed) shall be payable by Tenant, and to the extent the same is charged by the Association, shall be paid by Landlord. Tenant shall have the right to restrict parking and access to and upon the Limited Common Elements appurtenant to the Demised Premises and to otherwise exercise the rights and powers granted to Landlord with respect to the Demised Premises, as the Unit Owner thereof, to restrict the use and operation of the Limited Common Elements, all subject to and in accordance with the Condominium conditions and limitations set forth in the Master Deed and only to the extent the same affects the Demised Premises. Provided no Event of Default has occurred and is continuing, at the end of the Term, any capital or other reserves funded by Tenant to the Association (shall be refunded by Landlord to Tenant, to the extent not previously expended by the Association. Anything herein this Lease to the contrary notwithstanding, if and so long as the Sponsor or any other Unit Owner, or their respective successors and assigns, is an Affiliate of Landlord, Landlord agrees to cause such Sponsor or Unit Owner to exercise any of its rights and powers in a manner that is consistent with this Lease, and does not Tenant) controls the Common Elements. Notwithstanding diminish Tenant’s lack rights hereunder and does not increase Tenant’s obligations. Other than in connection with any collateral assignment made by Landlord in connection with any mortgage loan granted by Landlord, Landlord and any Affiliate of control Landlord shall not transfer or convey to the owner of another Unit, or any other party, or lease or license to any occupant or user of any another Unit, or otherwise authorize or permit the use of any part of the Common Elements, Tenant shall perform (Demised Premises or cause, pursuant to the Condominium Declaration all or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Limited Common Elements. It is expressly agreed that Elements appurtenant to the Demised Premises, by any party other than Tenant and Tenant’s lack invitees and no party(ies) shall be permitted or authorized by Landlord or any Affiliate of control Landlord to utilize parking on the Limited Common elements appurtenant to the Demised Premises. As part of Landlord’s acquisition of the Common Elements Land, Landlord shall not be deemed or construed obtain an estoppel certificate addressed to be evidence of a Tenant Obligation being “beyond from the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunder.Association in the form attached hereto as Exhibit L.

Condominium Documents. (a) If Tenant Borrower shall desire promptly pay or cause to amendbe paid all Common Expenses when the same become due and payable with respect to the Individual Property. Borrower shall not waive any obligation to pay Common Expenses without L▇▇▇▇▇’s prior written consent. Borrower shall promptly and faithfully observe, modify perform and comply in all material respects with all of the terms, covenants and provisions of the Condominium Documents and shall not do, suffer or supplement permit to be done any act, event or omission that may cause a default or breach under any of the Condominium Document, such Person Documents. Borrower shall submit same promptly notify Lender of (i) any adjustments made to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right the percentage of any Public Party or Common Expenses and (ii) the imposition of any party thereto special assessments levied or assessed under the Condominium Documents. Upon L▇▇▇▇▇’s request, Borrower shall provide Lender with copies of all statements issued by the Board for Common Expenses pursuant to an extent the Condominium Documents promptly after B▇▇▇▇▇▇▇’s receipt thereof. Borrower shall furnish to Lender such information and such other evidence as Lender may request from time to time concerning B▇▇▇▇▇▇▇’s due observance, performance and compliance with the terms, covenants and provisions of the Condominium Documents, including, without limitation, evidence that is greater than de minimis and the form of such amendment, modification Common Expenses been so paid or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Documentare not then delinquent. (b) It Borrower shall, or shall cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and conditions required to be Tenant’s responsibility performed and/or observed by any other party under each of the Condominium Documents. (c) Borrower shall comply, and shall cause its representatives on the applicable Board to assure that comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Condominium in accordance with applicable law. (d) Borrower shall promptly send to Lender a copy of (A) any notice received or sent by Borrower alleging any default by Borrower under, or noncompliance with, any of the Condominium Documents comply and do all such acts and undertake all steps and institute all proceedings as shall be necessary to cure or avert such default, (B) any responses, demands or further notice received or sent by Borrower in regard to any of the foregoing matters and (C) all communications with all Governmental Authorities and any written communication alleging a violation of the terms of any applicable Legal Requirement. Borrower shall promptly notify Lender in writing of the initiation of any litigation, arbitration or other proceeding affecting Borrower or the Property under or in connection with the Condominium Documents. (e) Without Lender’s prior consent, Borrower shall not (and shall not, through its representatives on the applicable Board, vote to) submit to a Governmental Authority or amend, modify, supplement, replace or terminate, or suffer or permit any amendment or modification of or supplement to, any of the Condominium Documents, and shall not waive or release any of its rights and remedies under any of the Condominium Documents, provided that, to the extent that Lender shall consent thereto, any such amendment, supplement, replacement or other modification or waiver or release shall be made in accordance with any applicable Legal Requirements. (f) Without Lender’s prior consent, which shall not be unreasonably withheld, conditioned or delayed, Borrower shall not, and shall not permit any of its representatives on the applicable Board to, (i) make any additions or improvements to the common elements of the Condominium, except as such additions or improvements are completed in accordance with this Agreement, (ii) except for Permitted Encumbrances, borrow or incur any indebtedness for borrowed money on behalf of the Condominium or any encumbrance of the Condominium in connection therewith, (iii) expend any insurance proceeds or condemnation awards for the repair or restoration of the Condominium and its common elements other than in accordance with this Agreement, or (iv) create any new units. (g) In addition to Lender’s other consent rights as specified in this Agreement, unless the following actions are required to effect a matter expressly required by Legal Requirements, Borrower shall not, and shall not permit any of its representatives on the applicable Board to, exercise any other material approval, consent or voting right to which it is entitled under the Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an Individual Material Adverse Effect, in each case without obtaining L▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (h) Borrower shall take (and cause to be taken) all such actions and shall do (and cause to be done) all such things as are necessary under the Condominium Documents from time to time to cause Lender to be a recognized mortgagee within the meaning of, and for all purposes under, the Condominium Documents (including, without limitation, serving a notice specifying the proper name and address of Lender to the applicable Board in accordance with the terms thereof). To the extent that any approval rights, consent rights or other rights or privileges are granted to the holder of a recognized mortgagee under the Condominium Documents, then such approval rights, consent rights or other rights or privileges shall be deemed to be required by this Agreement. Borrower shall not assign (other than to Lender) or encumber (other than in favor of Lender as security for the Obligations) any of its rights under the Condominium Documents. (i) Upon the occurrence and during the continuance of an Event of Default by Borrower under any of the Condominium Documents, Lender may (but shall not be obligated to), in its sole discretion, cause such default by Borrower to be remedied and otherwise take or perform such other actions as Lender may deem necessary or desirable in connection therewith. Borrower shall, on demand, reimburse Lender for all advances made and expenses incurred by L▇▇▇▇▇ in curing any such default (including, without limitation, attorney’s fees), together with interest thereon at the Default Rate from the date expended to the date repaid in full. The provisions of this Section 4.28(i) are in addition to any cure rights or other rights or remedies granted to Lender under the Condominium Documents, the Loan Documents or otherwise. (j) Borrower acknowledges and agrees that no release or forbearance of any of Borrower’s obligations under any of the Condominium Documents or otherwise shall release Borrower from any of its obligations under this Agreement, including without limitation its obligations with respect to the payment of any operating expenses, including, without limitation, the rules Common Expenses and regulations the performance of all of the New York State Department of Law. Landlord’s determination that terms, provisions, covenants, conditions and agreements contained in the Condominium Documents, to be kept, performed and complied with by Borrower. (k) Lender shall have the rights and privileges which Borrower has under the Condominium Documents conform to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, (including, without limitation, all voting rights) as though Lender were the rules and regulations owner of the New York State Department Individual Property, but only upon the occurrence and during the continuance of Lawan Event of Default, Lender may vote in place of Borrower and may exercise any and all of said rights and privileges. Borrower hereby irrevocably appoints L▇▇▇▇▇ as B▇▇▇▇▇▇▇’s attorney-in-fact, coupled with an interest to vote as B▇▇▇▇▇▇▇’s proxy and to act with respect to all of said rights and privileges so long as any Event of Default exists. Written notice from Lender to the applicable Board shall be deemed conclusive as to the existence of such Event of Default and as to Lender’s rights and privileges under this Section 4.28. Notwithstanding the foregoing, nothing contained in this Section 4.28 or otherwise, and no action taken by Lender under this Section 4.28 or otherwise, shall render Lender liable for any Operating Expenses. Notwithstanding anything contained herein or otherwise to the contrary, Lender shall not have any liability or obligation under this Section 4.28 by virtue of this Agreement or Lender’s acceptance of the Security Instrument. (cl) The parties hereto acknowledge that despite Tenant covenanting hereunder On the Closing Date with respect to undertake specific actions the then-existing members of each Board appointed by B▇▇▇▇▇▇▇, and responsibilities in respect during the term of the Common ElementsLoan with respect to any new members of any Board appointed by B▇▇▇▇▇▇▇, Borrower shall deliver to Lender an Irrevocable Proxy and Conditional Resignation to be held in escrow by L▇▇▇▇▇ and submitted (at L▇▇▇▇▇’s option) upon the occurrence and continuance of an Event of Default. Upon the occurrence and continuance of an Event of Default, L▇▇▇▇▇ has the right remove any Board member appointed by B▇▇▇▇▇▇▇, and L▇▇▇▇▇ shall have the right to designate the replacement for such Board member. (m) Borrower shall not cause or permit any modification to the rights of Borrower or any Affiliate as declarant under each of the Condominium Association (Documents, and Borrower shall not Tenant) controls exercise, or cause or permit any Affiliate of Borrower to exercise, any right to withdraw as declarant or otherwise assign, limit or otherwise modify the Common Elements. Notwithstanding Tenant’s lack rights of control Borrower or such Affiliate in effect as of the Common ElementsClosing Date as declarant, Tenant shall perform (or cause, pursuant to under any of the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderDocuments.

Condominium Documents. (a) If Tenant Borrower shall desire cause Mortgage Borrower to amendpromptly pay or cause to be paid all Common Expenses when the same become due and payable with respect to the Individual Property. Borrower shall not permit Mortgage Borrower to waive any obligation to pay Common Expenses without L▇▇▇▇▇’s prior written consent. Borrower shall cause Mortgage Borrower to promptly and faithfully observe, modify perform and comply in all material respects with all of the terms, covenants and provisions of the Condominium Documents and shall not permit Mortgage Borrower to do, suffer or supplement permit to be done any act, event or omission that may cause a default or breach under any of the Condominium Document, such Person Documents. Borrower or Mortgage Borrower shall submit same promptly notify Lender of (i) any adjustments made to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right the percentage of any Public Party or Common Expenses and (ii) the imposition of any party thereto special assessments levied or assessed under the Condominium Documents. Upon L▇▇▇▇▇’s request, Borrower or Mortgage Borrower shall provide Lender with copies of all statements issued by the Board for Common Expenses pursuant to an extent the Condominium Documents promptly after Borrower’s or Mortgage Borrower’s receipt thereof. Borrower shall or shall cause Mortgage Borrower to furnish to Lender such information and such other evidence as Lender may request from time to time concerning the applicable Individual Mortgage Borrower’s due observance, performance and compliance with the terms, covenants and provisions of the Condominium Documents, including, without limitation, evidence that is greater than de minimis and the form of such amendment, modification Common Expenses been so paid or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement such Condominium Documentare not then delinquent. (b) It Borrower shall cause Mortgage Borrower, or cause Mortgage Borrower to cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and conditions required to be Tenant’s responsibility performed and/or observed by any other party under each of the Condominium Documents. (c) Borrower shall cause Mortgage Borrower to assure that comply, and cause Mortgage Borrower to cause its representatives on the applicable Board to comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Condominium in accordance with applicable law. (d) Borrower or Mortgage Borrower shall promptly send to Lender a copy of (A) any notice received or sent by Mortgage Borrower alleging any default by Mortgage Borrower under, or noncompliance with, any of the Condominium Documents comply and do all such acts and undertake all steps and institute all proceedings as shall be necessary to cure or avert such default, (B) any responses, demands or further notice received or sent by Mortgage Borrower in regard to any of the foregoing matters and (C) all communications with all Governmental Authorities and any written communication alleging a violation of the terms of any applicable Legal Requirement. Borrower or Mortgage Borrower shall promptly notify Lender in writing of the initiation of any litigation, arbitration or other proceeding affecting Borrower, Mortgage Borrower or the Property under or in connection with the Condominium Documents. (e) Without Lender’s prior consent, Borrower shall not permit Mortgage Borrower to (and shall not permit Mortgage Borrower to, through its representatives on the applicable Board, vote to) submit to a Governmental Authority or amend, modify, supplement, replace or terminate, or suffer or permit any amendment or modification of or supplement to, any of the Condominium Documents, and shall not permit Mortgage Borrower to waive or release any of its rights and remedies under any of the Condominium Documents, provided that, to the extent that Lender shall consent thereto, any such amendment, supplement, replacement or other modification or waiver or release shall be made in accordance with any applicable Legal Requirements. (f) Without Lender’s prior consent, which shall not be unreasonably withheld, conditioned or delayed, Borrower shall not permit Mortgage Borrower to, and shall not permit Mortgage Borrower to permit any of its representatives on the applicable Board to, (i) make any additions or improvements to the common elements of the Condominium, except as such additions or improvements are completed in accordance with this Agreement, (ii) except for Permitted Encumbrances, borrow or incur any indebtedness for borrowed money on behalf of the Condominium or any encumbrance of the Condominium in connection therewith, (iii) expend any insurance proceeds or condemnation awards for the repair or restoration of the Condominium and its common elements other than in accordance with this Agreement, or (iv) create any new units. (g) In addition to L▇▇▇▇▇’s other consent rights as specified in this Agreement, unless the following actions are required to effect a matter expressly required by Legal Requirements, Borrower shall not permit Mortgage Borrower to, and shall not permit Mortgage Borrower to permit any of its representatives on the applicable Board to, exercise any other material approval, consent or voting right to which it is entitled under the Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an Individual Material Adverse Effect, in each case without obtaining L▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (h) Borrower shall cause Mortgage Borrower to take (and cause to be taken) all such actions and shall cause Mortgage Borrower to do (and cause to be done) all such things as are necessary under the Condominium Documents from time to time to cause Lender to be a recognized mortgagee within the meaning of, and for all purposes under, the Condominium Documents (including, without limitation, serving a notice specifying the proper name and address of Lender to the applicable Board in accordance with the terms thereof), subject to the rights of Mortgage Lender under the Mortgage Loan Documents. To the extent that any approval rights, consent rights or other rights or privileges are granted to the holder of a recognized mortgagee under the Condominium Documents, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, then such approval rights, consent rights or other rights or privileges shall be deemed to be required by this Agreement. Borrower shall not permit Mortgage Borrower to assign (other than to Mortgage Lender) or encumber (other than in favor of Mortgage Lender) any of its rights under the Condominium Documents. (i) Upon the occurrence and during the continuance of an Event of Default by Mortgage Borrower under any of the Condominium Documents, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Lender may (but shall not be obligated to), in its sole discretion, cause such default by Mortgage Borrower to be remedied and otherwise take or perform such other actions as Lender may deem necessary or desirable in connection therewith. Borrower or Mortgage Borrower shall, on demand, reimburse Lender for all advances made and expenses incurred by L▇▇▇▇▇ in curing any such default (including, without limitation, attorney’s fees), together with interest thereon at the Default Rate from the date expended to the date repaid in full. The provisions of this Section 4.28(i) are in addition to any cure rights or other rights or remedies granted to Lender under the Condominium Documents, the Loan Documents or otherwise, in each case, subject to the rights of Mortgage Lender under the Mortgage Loan Documents. (j) Borrower acknowledges and agrees that no release or forbearance of any of Mortgage Borrower’s obligations under any of the Condominium Documents or otherwise shall release Borrower from any of its obligations under this Agreement, including without limitation its obligations to cause Mortgage Borrower to pay all operating expenses, including, without limitation, the rules Common Expenses and regulations the performance of all of the New York State Department terms, provisions, covenants, conditions and agreements contained in the Condominium Documents, to be kept, performed and complied with by Mortgage Borrower. (k) Subject to the rights of Law. Landlord’s determination that Mortgage Lender under the Mortgage Loan Documents, Lender shall have the rights and privileges which Mortgage Borrower has under the Condominium Documents conform to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, (including, without limitation, all voting rights) as though Lender were the rules and regulations owner of the New York State Department Individual Property, but only upon the occurrence and during the continuance of Lawan Event of Default, Lender may vote in place of Mortgage Borrower and may exercise any and all of said rights and privileges. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Borrower hereby irrevocably appoints L▇▇▇▇▇ as B▇▇▇▇▇▇▇’s attorney-in-fact, coupled with an interest to vote as Mortgage Borrower’s proxy and to act with respect to all of said rights and privileges so long as any Event of Default exists. Written notice from Lender to the applicable Board shall be deemed conclusive as to the existence of such Event of Default and as to Lender’s rights and privileges under this Section 4.28. Notwithstanding the foregoing, nothing contained in this Section 4.28 or otherwise, and no action taken by Lender under this Section 4.28 or otherwise, shall render Lender liable for any Operating Expenses. Notwithstanding anything contained herein or otherwise to the contrary, Lender shall not have any liability or obligation under this Section 4.28 by virtue of this Agreement or Lender’s acceptance of the Pledge Agreement. (cl) The parties hereto acknowledge that despite Tenant covenanting hereunder With respect to undertake specific actions the then-existing members of each Board appointed by Mortgage Borrower, and responsibilities in respect during the term of the Common ElementsLoan with respect to any new members of any Board appointed by Mortgage Borrower, subject to the rights of Mortgage Lender under the Mortgage Loan Documents and in connection with the foreclosure of the Pledge Agreement, Borrower shall deliver to Lender an Irrevocable Proxy and Conditional Resignation to be held in escrow by L▇▇▇▇▇ and submitted (at Lender’s option) upon the occurrence and continuance of an Event of Default. Upon the occurrence and continuance of an Event of Default, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, L▇▇▇▇▇ has the right remove any Board member appointed by Mortgage Borrower, and Lender shall have the right to designate the replacement for such Board member. (m) Borrower shall not permit Mortgage Borrower to cause or permit any modification to the rights of Mortgage Borrower or any Affiliate as declarant under each of the Condominium Association (Documents, and Borrower shall not Tenant) controls permit Mortgage Borrower to exercise, or cause or permit any Affiliate of Mortgage Borrower to exercise, any right to withdraw as declarant or otherwise assign, limit or otherwise modify the Common Elements. Notwithstanding Tenant’s lack rights of control Mortgage Borrower or such Affiliate in effect as of the Common ElementsClosing Date as declarant, Tenant shall perform (or cause, pursuant to under any of the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderDocuments.

Condominium Documents. (a) If Tenant shall desire Notwithstanding anything to amendthe contrary contained in the foregoing Sections 7.2 through 7.4, modify to the extent the applicable Condominium Documents require that all or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right portion of any Public Party Proceeds or Awards be paid to the applicable Condominium Board and that such Condominium Board hold or otherwise control such Proceeds or Awards and complete a Restoration, then the obligations of Borrowers to deliver (or cause to be delivered) Proceeds or Awards to Lender and to complete such Restoration shall be deemed satisfied provided that: (i) such Borrower exercises its rights as owner of the Unit (through voting, appointment of members or the Condominium Board and any rights otherwise available to such Borrower under the applicable Condominium Documents) to cause such Condominium Board to comply with its obligations regarding the Restoration; (ii) such Borrower applies any Proceeds or Awards otherwise received by it in accordance with this Article 7 and completes the Restoration of any party thereto portions of the affected Property that the applicable Condominium Board is not required to an extent that is greater than de minimis restore; and (iii) such Borrower complies with any requirements applicable it as owner of the form Unit under the applicable Condominium Documents in order to enable Lender to obtain all rights to which mortgagees of such amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall so amend, modify or supplement commercial units are entitled under such Condominium Document. (b) It shall be Tenant’s responsibility Documents with respect to assure Proceeds and Awards and other matters described in this Article 7; provided, however, that if the applicable Condominium Documents comply with all Legal Requirementsare hereafter terminated, including, without limitation, the rules and regulations of the New York State Department of Law. Landlord’s determination that the Condominium Documents conform to the provisions of this Lease Section 7.5 shall not be, nor shall it be construed automatically cease to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirements, including, without limitation, the rules and regulations of the New York State Department of Law. (c) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions and responsibilities in respect of the Common Elements, the Condominium Association (and not Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, pursuant to the Condominium Declaration or otherwise, the Condominium Association to perform) every Tenant Obligation in respect of any portion of the Common Elementsforce or effect. It is expressly agreed that Tenant’s lack of control of the Common Elements Nothing in this Section 7.5 shall not be deemed or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of preclude Borrowers’ payment obligations (if any) under this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderArticle 7.

Condominium Documents. After giving effect to any estoppels delivered to Lender in connection with the closing of the Loan and except as set forth on Schedule XIV: (a) If Tenant shall desire The Condominium has been legally and validly created pursuant to amend, modify or supplement any Condominium Document, such Person shall submit same to Landlord and, so long as such proposed amendment, modification or supplement would not, in Landlord’s reasonable opinion, affect a substantive right of any Public Party or of any party thereto to an extent that is greater than de minimis all Legal Requirements and the form Condominium Documents. The applicable Individual Mortgage Borrower has provided to Lender a true, complete and correct copy of such amendmentall Condominium Documents (excluding the 9▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ By-Laws). There have not been amendments or modifications to the Condominium Documents, modification with the exception of written instruments disclosed to Lender in this Agreement or supplement condominium board estoppels delivered to Lender in connection with the closing of the Loan. Other than the Condominium Documents, to Borrower’s knowledge, there are no agreements to which the Condominium or the Board is otherwise reasonably acceptable a party which are not of record that affect the Condominium’s, the Board’s or the applicable Individual Mortgage Borrower’s obligations with respect to Landlord, Landlord shall so amend, modify the applicable Individual Property and which (i) reduce in any material respect the Condominium’s or supplement such the Board’s obligations under the Condominium DocumentDocuments with respect to the building or the applicable Individual Property or (ii) increase in any material respect the applicable Individual Mortgage Borrower’s obligations under the Condominium Documents with respect to the building or the applicable Individual Property. (b) It shall be Tenant’s responsibility The 9▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ By-Laws are substantially similar in both form and substance as compared to assure that the by-laws governing the condominium regimes located at 9▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇., 9▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇., and 9▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇. (c) As of the Closing Date, the applicable Individual Mortgage Borrower is the owner of all condominium units in each Condominium Documents comply with all Legal Requirements(HI). B▇▇▇▇▇▇▇ acknowledges and agrees that, for the purposes of this Agreement, including, without limitation, the rules and regulations release provisions set forth in Section 2.10 hereof, “Individual Property” with respect to each Condominium (HI) shall mean all condominium units owned by the applicable Individual Mortgage Borrower as of the New York State Department Closing Date. As of Lawthe Closing Date, the applicable Individual Mortgage Borrower Controls, and representatives of the applicable Individual Mortgage Borrower hold all seats on, each Board. LandlordBorrower or the applicable Individual Mortgage Borrower is able to exercise all rights set forth in the Loan Documents without being subject to any restriction set forth in the Condominium Documents. The applicable Individual Mortgage Borrower’s determination that interest under the Condominium Documents conform has not been assigned pursuant to any assignment except to Mortgage Lender or Mortgage Administrative Agent pursuant to the Mortgage Loan Documents. (d) Except for the Permitted Encumbrances and other encumbrances of record, there are no liens capable of being asserted for amounts due under the provisions of this Lease shall not be, nor shall it be construed to be or relied upon by Tenant or any other Person as, a determination that the Condominium Documents comply with all Legal Requirementswhich, includingif unpaid, without limitation, may be asserted as a lien prior to the rules and regulations lien of the New York State Department Security Instrument. No party to the Condominium Documents has a right of Lawfirst refusal or an option to purchase the Property that would apply to a foreclosure or the first sale by the successor owner after a foreclosure. (ce) The parties hereto acknowledge that despite Tenant covenanting hereunder to undertake specific actions Condominium Documents are in full force and responsibilities in respect effect and no default has occurred on the part of the Common Elements, applicable Individual Mortgage Borrower under the Condominium Association Documents, nor to Borrower’s knowledge has any default occurred by the Board under the Condominium Documents (and not Tenantexcept in each case, any such default that has been previously cured). There is no existing condition which, but for the passage of time or the giving of notice, could result in (i) controls a default by the Common Elements. Notwithstanding Tenant’s lack of control applicable Individual Mortgage Borrower under the terms of the Condominium Documents or (ii) to Borrower’s knowledge, a default by the Board under the terms of the Condominium Documents. There are no judgments, suits or claims pending, filed or threatened in writing against the Condominium or the Board, and there are no set-offs, claims, counterclaims or defenses being asserted or, to Borrower’s knowledge, capable of being asserted after giving the requisite notice, if any, required under the Condominium Documents or otherwise known by Borrower or Mortgage Borrower for the enforcement of the obligations of any party thereunder. (f) All Common Elements, Tenant shall perform Expenses (or cause, if any) due and payable by the applicable Individual Mortgage Borrower pursuant to the Condominium Declaration Documents as of the date hereof have been fully paid. There are currently no special, supplemental or otherwiseotherwise extraordinary Assessments pending or proposed (other than regular, annual Assessments) by the Board, and no working capital reserves have been established with respect to the Condominium. The Board has not proposed any significant capital expenditures for the Condominium for the current or two (2) next succeeding calendar years. (g) The applicable Individual Mortgage Borrower or the Board currently maintains (or shall cause to be maintained) insurance coverage with respect to all of the common elements which comprise a portion of, and are appurtenant to, the applicable Individual Property as required by the Condominium Association Documents. (h) Neither the Board nor the Condominium is a party to perform) every Tenant Obligation in respect any loan, credit agreement or other arrangement for any extension of any portion of the Common Elements. It is expressly agreed that Tenant’s lack of control of the Common Elements shall not be deemed credit, whether funded or construed to be evidence of a Tenant Obligation being “beyond the control” of Tenant for any purposes of this Lease and that Tenant’s failure to comply with any Tenant Obligation set forth herein shall be a default of Tenant hereunderfunded.