Common use of Condominium Documents Clause in Contracts

Condominium Documents. 5.1.1 Owner, in its capacity as the current owner of the Condo-Hotel, 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-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 (through exercise of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect Operator’s rights or obligations under this Agreement (provided, however, if the amendment or modification is necessary to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail to take) any action or exercise (and not fail to exercise) such rights under the Condominium Documents (through exercise of voting rights, enforcement of 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 Documents, or (ii) otherwise subject Owner to legal liability, the parties shall cooperate in good faith to address and resolve the issue. 5.1.4 The Parties shall negotiate in a good faith and timely manner any other agreements reasonably required in connection with the condominium structure agreed upon between the parties for the Condo-Hotel.

Condominium Documents. 5.1.1 Owner(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 its capacity as 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 current owner form of the Condo-Hotelsuch amendment, modification or supplement is otherwise reasonably acceptable to Landlord, Landlord shall execute and record the so amend, modify or supplement such 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this AgreementDocument. 5.1.2 Operator has received, reviewed and approved the current draft of the Condominium Documents and will have the continuing right (b) It shall be Tenant’s responsibility to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect Operator’s rights or obligations under this Agreement (provided, however, if the amendment or modification is necessary to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event assure that the Condominium Documents are amended and/or modifiedcomply with all Legal Requirements, Owner shall provide Operator with copies including, without limitation, the rules and regulations of such the New York State Department of Law. Landlord’s determination that the Condominium Documents promptly conform to the provisions of this Lease shall not be, nor shall it be construed to be or relied upon their execution by Tenant or finalizationany other Person as, as may be applicablea 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. 5.1.3 Owner shall take (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 fail Tenant) controls the Common Elements. Notwithstanding Tenant’s lack of control of the Common Elements, Tenant shall perform (or cause, pursuant to take) any action or exercise (and not fail to exercise) such rights under the Condominium Documents (through exercise of voting rights, enforcement of remedies Declaration or otherwise, subject the Condominium Association to perform) every Tenant Obligation in respect of any constraints imposed under Legal Requirements) as may be necessary or desirable in order (a) to ensure that each component portion of the Condo-Hotel over which Owner has Common Elements. It is expressly agreed that Tenant’s lack of control is constructed, maintained and operated in accordance with this Agreement, and (b) of the Common Elements shall not be deemed or construed to effectuate be evidence of a Tenant Obligation being “beyond the terms control” of Tenant for any purposes of this Agreement Lease and the other agreements and documents referred that Tenant’s failure to in this ARTICLE 5; provided, however, in the event Owner’s action or inaction would (i) violate applicable Legal Requirements or the Condominium Documents, or (ii) otherwise subject Owner to legal liability, the parties comply with any Tenant Obligation set forth herein shall cooperate in good faith to address and resolve the issuebe a default of Tenant hereunder. 5.1.4 The Parties shall negotiate in a good faith and timely manner any other agreements reasonably required in connection with the condominium structure agreed upon between the parties for the Condo-Hotel.

Condominium Documents. 5.1.1 Owner, in its capacity as Tenant acknowledges that the current owner 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 Condo-HotelTerm of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall execute be subjected to the condominium form of ownership, then, this Lease and record all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (the “Declaration”) 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 DocumentsDocuments 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, including such documents binding on future owners or access to, the Premises (in any case beyond a de minimis extent) and operators provided further that as a condition thereto the Board 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed and approved the current draft Managers of the Condominium Documents (the “Board”) shall enter into a non-disturbance agreement with Tenant in form and will have the continuing right substance reasonably satisfactory to further approve any modifications thereto over which Owner has control (through exercise Tenant, confirming that, so long as Tenant is not in default of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect Operator’s rights or its obligations under this Agreement (providedLease after notice and expiration of applicable grace periods, however, if any foreclosure of the amendment unit of which the Premises are a part or modification is necessary to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve exercise by the issue). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies Board of such Condominium Documents promptly upon their execution or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail to take) any action or exercise (and not fail to exercise) such of its rights under the Condominium Documents (through exercise shall not result in termination of voting this Lease or otherwise interfere with the rights, enforcement remedies and obligations of remedies or otherwise, Tenant under this Lease. Tenant’s obligation to comply with the 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 constraints imposed under Legal Requirements) as may such Declaration is to be necessary or desirable in order (a) recorded, Tenant, upon request of Landlord, but subject to ensure that each component of the Condo-Hotel over which Owner has control is constructedforegoing, maintained and operated in accordance with this Agreement, and (b) to effectuate the terms shall enter into an amendment of this Agreement Lease in such respects as shall be reasonably necessary to conform to such condominiumization, including, without limitation, appropriate adjustments to the Percentage and to real estate taxes payable during the other agreements and 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, such condominiumization and/or any documents referred relating thereto. Notwithstanding anything herein to in this ARTICLE 5; provided, howeverthe contrary, in no event shall the event Owner’s action total amount of Rent (or inaction any portion thereof, 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 portion thereof) which would (i) violate applicable Legal Requirements or the Condominium Documents, or (ii) otherwise subject Owner to legal liability, the parties shall cooperate in good faith to address and resolve the issuehave been payable by Tenant under this Lease if such condominiumization had not occurred). 5.1.4 The Parties shall negotiate in a good faith and timely manner any other agreements reasonably required in connection with the condominium structure agreed upon between the parties for the Condo-Hotel.

Condominium Documents. 5.1.1 Owner(i) Issuers shall not, without the Trustee’s prior written consent, amend, modify or supplement in its capacity as the current owner any material respect, or consent to or suffer any material amendment, modification or supplementation of any of the Condo-HotelCondominium Documents. Issuers shall not, without the Trustee’s prior written consent, terminate or consent to or suffer the termination of any of the Condominium Documents. (ii) Issuers shall execute not, without the Trustee’s prior written consent, transfer any of its rights and record obligations to any other party to the Condominium Documents, including such documents binding on future owners and operators of the various components of the Condo-Hotel, as may which consent shall not 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 unreasonably withheld or controlled by each such person to a standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreementdelayed. 5.1.2 Operator has received(iii) Issuers shall not, reviewed and approved without the current draft of the Condominium Documents and will have the continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect OperatorTrustee’s rights or obligations under this Agreement (providedprior written consent, however, if the amendment or modification is necessary to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail hereby assigns to Trustee any right it may have to take) any action or exercise (and not fail to exercise) such rights under terminate the Condominium, withdraw the Condominium Documents (through exercise of voting rightsfrom the Condominium Laws, enforcement of 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 cause a partition of the Condo-Hotel over which Owner has control is constructedCondominium. (iv) Issuers shall not, maintained and operated 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 this AgreementSection 8.04 hereof, and (bB) to effectuate the terms any borrowing on behalf 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 Documents, or (iiC) otherwise subject Owner to legal liability, the parties shall cooperate in good faith to address and resolve the issue. 5.1.4 The Parties shall negotiate in a good faith and timely manner expenditure of any other agreements reasonably required in connection with the condominium structure agreed upon between the parties insurance proceeds or condemnation awards for the Condo-Hotelrepair or restoration of the related Improvements other than in accordance with Section 8.04 hereof.

Condominium Documents. 5.1.1 Owner, in its capacity as the current owner (a) The filing of the Condo-HotelCondominium Declaration created a valid condominium under the laws of the State. Borrower has delivered to Lender true, shall execute correct and record complete copies of the Condominium Documents, including such documents binding on future owners and operators of there have not been amendments or modifications to 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed and approved the current draft terms of the Condominium Documents. All Condominium Documents and will have the continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect Operator’s rights or obligations under this Agreement (provided, however, if the amendment or modification is necessary to comply with all applicable Legal Requirements. The Condominium Documents permit the Property to be encumbered by the Mortgage. (b) All Condominium Assessments and other sums due and payable by Borrower under the Condominium Documents have been paid in full. No Person under the Condominium Documents has commenced any action or given or received any notice for the purpose of terminating the condominium regime. There are currently no special or extraordinary Condominium Assessments pending (other than regular, monthly Condominium Assessments). (c) Borrower’s interest in the Parties shall cooperate Condominium Documents (if any) is assignable upon notice to, but without the consent of, any other party thereto, and, in good faith to address and resolve the issue). 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 Condominium Documents do not prohibit the exercise of the remedies 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 has been legally and validly created pursuant to the Condominium Act and any rules promulgated pursuant thereto. (f) To the best of Borrower’s knowledge, the Condominium Documents are amended and/or modifiedvalid and enforceable and in full force and effect and there is no default thereunder, Owner shall provide Operator and Borrower has not (and to the best of Borrower’s knowledge, Borrower’s predecessor as owner of the Property has not) (i) received notice of any default thereunder, (ii) received notice of any conditions which, with copies the passage of such Condominium Documents promptly upon their execution time or finalizationthe giving of notice, as may be applicableor 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. 5.1.3 Owner (g) Borrower shall take (and not fail to take) any action or exercise (and not fail to exercise) such rights under the Condominium Documents (through exercise of voting rights, enforcement of 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 comply with this Agreement, and (b) to effectuate the terms of this Agreement 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 not a party to any loan, credit agreement or other agreements and documents referred arrangement for any extension of credit, whether funded or to in this ARTICLE 5; provided, however, in the event Owner’s action or inaction would be funded. (i) violate applicable Legal Requirements or the Condominium DocumentsAttached hereto as Schedule 3.1.39(i) is a list of all Residential Unit Agreements, or (ii) otherwise subject Owner true and complete copies of each of which have been delivered to legal liability, the parties shall cooperate in good faith to address and resolve the issueLender. 5.1.4 The Parties shall negotiate in a good faith and timely manner any other agreements reasonably required in connection with the condominium structure agreed upon between the parties for the Condo-Hotel.

Condominium Documents. 5.1.1 Owner, in its capacity as the current owner (a) Borrower shall diligently comply with all of the Condo-Hotelterms, shall execute covenants, rules, regulations and record conditions of the Condominium Documents, including such documents binding on future owners as the same shall be in force and operators of the various components of the Condo-Hotel, as may be necessary effect from time 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreementtime. 5.1.2 Operator has received, reviewed (b) Borrower shall pay all Condominium Assessments and approved other sums required to be paid by Borrower under and pursuant to the current draft provisions of the Condominium Documents Documents, as and when such Condominium Assessment or other charge is payable, but in all events prior to delinquency. (c) Borrower will have the continuing right deliver to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect OperatorLender from time to time, promptly upon Lender’s rights or obligations under this Agreement (providedrequest, however, if the amendment or modification is necessary evidence satisfactory to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event Lender that the Condominium Documents Assessments have been so paid or are amended and/or modified, Owner not then delinquent with respect to the Property. Borrower shall provide Operator with copies immediately notify Lender of such Condominium Documents promptly upon their execution or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail to take) any action or exercise (and not fail to exercise) such rights under the Condominium Documents (through exercise of voting rights, enforcement of 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 any adjustments made to the amount of Condominium Assessments due under the Condominium Documents, or (ii) otherwise subject Owner to legal liability, the parties shall cooperate in good faith to address and resolve imposition of any additional Condominium Assessments under the issueCondominium Documents. 5.1.4 The Parties (d) Borrower shall negotiate promptly notify Agent of the receipt 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 good faith true, correct and timely manner 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 agreements reasonably required 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 cast any vote on behalf of Borrower pursuant to the Condominium 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 voting 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 serve 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) and a power of attorney enabling Lender in 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 structure agreed 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 documents and/or modifications or amendments to any of the 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 Condominium Documents. (i) If Borrower shall default in the performance or observance of any material term, covenant or condition of the Condominium Documents on the part of Borrower to be 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 result thereof and free from default, even though the existence of 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 between the parties 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 Condo-Hotelpurpose 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 such purpose. Borrower hereby agrees to pay to Lender promptly upon demand, all such sums so paid and expended by Lender, together with 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 secured by the legal operation and effect of the Mortgage.

Condominium Documents. 5.1.1 Owner, in its capacity (a) Borrower shall observe and perform each and every material term to be observed or performed by Borrower as the current owner of Condominium Property under the Condo-Hotel, shall execute Condominium Documents. (b) Subject to Borrower’s right to contest the same in accordance with the express terms and record conditions hereof and of the other Loan Documents and of the Condominium Documents, including such documents binding on future owners if any, Borrower shall promptly pay all Assessments imposed pursuant to the Condominium Documents when the same become due and operators of payable with respect to the various components of Condominium Property. Borrower shall deliver to Lender, promptly upon request, evidence satisfactory to Lender that the Condo-Hotel, as may be necessary Assessments have been so paid and are not delinquent with respect 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this AgreementCondominium Property. 5.1.2 Operator (c) Lender shall have the rights and privileges which Borrower has received, reviewed and approved as though Lender were in fact the current draft owner of the Condominium Documents Property, which rights and will have the continuing right to further approve any modifications thereto over which Owner has control (through exercise of privileges shall include, without limitation, all voting rights or otherwise) and Owner shall not amend or modify any accruing to Borrower under the terms of the same Condominium Documents. Upon the occurrence and during the continuance of an Event of Default, Lender may vote in a manner that would materially place of Borrower and adversely affect Operatormay 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 anything contained herein to the contrary, nothing contained herein or obligations under this Agreement (provided, however, if the amendment or modification is necessary to comply with Legal Requirements, the Parties otherwise shall cooperate in good faith to address and resolve the issue). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicablerender Lender liable for any Assessments. 5.1.3 Owner (d) The Trustee shall take 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 not fail correct copy of all notices of default received by Borrower with respect to take) any action obligation or exercise (and not fail to exercise) such rights duty of Borrower under the Condominium Documents (through exercise of voting rights, enforcement of 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 Documents, or (ii) otherwise subject Owner to legal liability, the parties shall cooperate in good faith to address and resolve the issue. 5.1.4 The Parties shall negotiate in a good faith and timely manner any other agreements reasonably required in connection with the condominium structure agreed upon between the parties for the Condo-Hotel.

Condominium Documents. 5.1.1 Owner, After giving effect to any estoppels delivered to Administrative Agent and/or Lender in its capacity as connection with the current owner closing of the CondoLoan and except as set forth on Schedule XIV: (a) The Condominium has been legally and validly created pursuant to all Legal Requirements and the Condominium Documents. Borrower has provided to Administrative Agent a true, complete and correct copy of all Condominium Documents (excluding the 91-Hotel, shall execute and record 165 Hanua Street By-Laws). There have not been amendments or modifications to the Condominium Documents, including such documents binding on future owners and operators with the exception of written instruments disclosed to Administrative Agent in this Agreement or condominium board estoppels delivered to Administrative Agent in connection with the closing of the various components Loan. Other than the Condominium Documents, to Borrower’s knowledge, there are no agreements to which the Condominium or the Board is a party which are not of record that affect the Condominium’s, the Board’s or the Borrower’s obligations with respect to the applicable Individual Property and which (i) reduce in any material respect the Condominium’s or the Board’s obligations under the Condominium Documents 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) The 91-165 Hanua Street By-Laws are substantially similar in both form and substance as compared to 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 Condo-HotelClosing Date, Borrower is the owner of all condominium units in each Condominium (HI). Borrower acknowledges and agrees that, for the purposes of this Agreement, including, without limitation, the 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 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 Closing Date. As of the Condo-Hotel owned or controlled by Closing Date, Borrower Controls, and representatives of Borrower hold all seats on, each such person Board. Borrower is able to a standard consistent with this Agreement exercise all rights set forth in the Loan Documents without being subject to any restriction set forth in the Condominium Documents. Borrower’s interest under the Condominium Documents has not been assigned pursuant to any assignment except to Administrative Agent and in a manner that shall enable and not interfere with Lender pursuant to the operation of the Condo-Hotel as contemplated by this AgreementLoan Documents. 5.1.2 Operator has received(d) Except for the Permitted Encumbrances and other encumbrances of record, reviewed and approved there are no liens capable of being asserted for amounts due under the current draft provisions of the Condominium Documents and will have which, if unpaid, may be asserted as a lien prior to the continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend or modify any lien of the same in a manner that would materially and adversely affect Operator’s rights or obligations under this Agreement (provided, however, if the amendment or modification is necessary Security Instrument. No party to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies has a right of such first 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. (e) The Condominium Documents promptly upon their execution or finalizationare in full force and effect and no default has occurred on the part of the Borrower under the Condominium Documents, as may be applicable. 5.1.3 Owner shall take (and not fail nor to take) Borrower’s knowledge has any action or exercise (and not fail to exercise) such rights default occurred by the Board under the Condominium Documents (through exercise except in each case, any such default that has been previously cured). There is no existing condition which, but for the passage of voting rightstime or the giving of notice, enforcement of remedies or otherwise, subject to any constraints imposed could result in (i) a default by the Borrower 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 Documents, 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 subject Owner known by Borrower for the enforcement of the obligations of any party thereunder. (f) All Common Expenses (if any) due and payable by Borrower pursuant to legal liabilitythe Condominium Documents as of the date hereof have been fully paid. There are currently no special, supplemental or otherwise 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 parties shall cooperate in good faith to address and resolve applicable Individual Property as required by the issueCondominium Documents. 5.1.4 The Parties shall negotiate in (h) Neither the Board nor the Condominium is a good faith and timely manner party to any loan, credit agreement or other agreements reasonably required in connection with the condominium structure agreed upon between the parties arrangement for the Condo-Hotelany extension of credit, whether funded or to be funded.

Condominium Documents. 5.1.1 Owner, in its capacity as the current owner a. The Purchaser hereby acknowledges having received and reviewed a copy of the Condo-Hotel, shall execute and record Declarant's current Public Offering Statement for the Condominium DocumentsProperty, including such documents binding on future owners together with any and operators all attachments and exhibits thereto (as required by Section 3402, as amended of the various components PUCA). It is understood and agreed by the Purchaser that until the first recorded conveyance of 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 Condo-Hotel, as may be necessary to ensure that such owners Declaration (including the Plats and operators of Plans) and 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed and approved the current draft of Bylaws for the Condominium Documents and will have the continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect Operator’s rights or obligations under this Agreement (provided, however, if the amendment or modification is necessary to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail to take) any action or exercise (and not fail to exercise) such rights under the Condominium Documents (through exercise of voting rights, enforcement of 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 5Property; 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 event Owner’s action or inaction would (i) violate applicable Legal Requirements or 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 DocumentsProperty other than the Purchaser’s Unit ii. change the location of Common Elements to provide for access to other Units whose location, size or (ii) otherwise subject Owner layout have been altered, provided that such changes do not impair access to legal liability, the parties shall cooperate Unit; and, iii. change the Percentage Interests of other Units in good faith to address and resolve the issueCondominium Property provided that such changes do not affect the Percentage Interest of the Purchaser's Unit. 5.1.4 b. The Parties shall negotiate in a good faith Purchaser agrees to be bound by and timely manner any other agreements reasonably required in connection comply with the condominium structure agreed upon between terms and conditions of the parties for Declaration and the Condo-HotelBylaws 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 bound by the provisions contained therein.

Condominium Documents. 5.1.1 Owner(a) Borrower shall cause Mortgage Borrower to promptly 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, perform and comply in its capacity as the current owner all material respects with all of the Condo-Hotelterms, shall execute covenants 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed and approved the current draft provisions of the Condominium Documents and will have the continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend permit Mortgage Borrower to do, suffer or modify permit to be done any act, event or omission that may cause a default or breach under any of the same in a manner that would materially Condominium Documents. Borrower or Mortgage Borrower shall promptly notify Lender of (i) any adjustments made to the percentage of any Common Expenses and adversely affect Operator(ii) the imposition of any special assessments levied or assessed under the Condominium Documents. Upon L▇▇▇▇▇’s rights request, Borrower or obligations under this Agreement (provided, however, if Mortgage Borrower shall provide Lender with copies of all statements issued by the amendment or modification is necessary Board for Common Expenses pursuant to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that 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 such Common Expenses been so paid or are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicablenot then delinquent. 5.1.3 Owner (b) Borrower shall take 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 not fail conditions required to take) be performed and/or observed by any action or exercise (and not fail to exercise) such rights other party under each of the Condominium Documents Documents. (through exercise of voting rightsc) Borrower shall cause Mortgage Borrower to comply, enforcement of remedies or otherwiseand cause Mortgage Borrower to cause its representatives on the applicable Board to comply, subject in all material respects with all Legal Requirements applicable to any constraints imposed under Legal Requirements) 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 desirable in order Mortgage Borrower shall promptly send to Lender a copy of (aA) to ensure that each component any notice received or sent by Mortgage Borrower alleging any default by Mortgage Borrower under, or noncompliance with, any of the Condo-Hotel over Condominium 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 Mortgage 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 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 Owner has control is constructedshall not be unreasonably withheld, maintained conditioned or delayed, Borrower shall not permit Mortgage Borrower to, and operated 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 (biv) create any new units. (g) In addition to effectuate the terms of this Agreement and the L▇▇▇▇▇’s other agreements and documents referred to consent rights as specified in this ARTICLE 5; providedAgreement, howeverunless the following actions are required to effect a matter expressly required by Legal Requirements, in Borrower shall not permit Mortgage Borrower to, and shall not permit Mortgage Borrower to permit any of its representatives on the event Owner’s action applicable Board to, exercise any other material approval, consent or inaction would (i) violate applicable Legal Requirements 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. (iih) otherwise subject Owner Borrower shall cause Mortgage Borrower to legal liabilitytake (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 parties 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 cooperate 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 good faith to address and resolve favor of Mortgage Administrative Agent) any of its rights under the issueCondominium Documents. 5.1.4 (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 Parties 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 negotiate 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 Common Expenses and the performance of all of the terms, provisions, covenants, conditions and agreements contained in a good faith the Condominium Documents, to be kept, performed and timely manner complied with by Mortgage Borrower. (k) Subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents, Lender shall have the rights and privileges which Mortgage Borrower has under the Condominium Documents (including, without limitation, all voting rights) as though Lender were the owner of the Individual Property, but only upon the occurrence and during the continuance of an Event of Default, Lender may vote in place of Mortgage Borrower and may exercise any other agreements reasonably required 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. (l) With respect to the then-existing members of each Board appointed by B▇▇▇▇▇▇▇, and during the term of the Loan 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 condominium structure agreed 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 between the parties 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 Condo-Hotelrights of Mortgage Borrower or any Affiliate as declarant under each of the Condominium Documents, and Borrower shall not 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 rights of Mortgage Borrower or such Affiliate in effect as of the Closing Date as declarant, under any of the Condominium Documents.

Condominium Documents. 5.1.1 OwnerLandlord may determine to establish a condominium with respect to the Building. If Landlord determines to establish a condominium, then, so long as Tenant is provided with a customary non-disturbance agreement in its capacity as the current owner form and substance reasonably acceptable to Tenant and Landlord, this Lease shall be subject and subordinate to all of the Condo-Hotel, shall execute and record documents creating the condominium (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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-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 (through exercise of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect Operator’s rights or obligations under this Agreement (provided, however, if the amendment or modification is necessary to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue”). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail to take) any action or exercise (and not fail to exercise) such rights under the Condominium Documents (through exercise of voting rights, enforcement of 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 that (i) violate applicable Legal Requirements in the exercise of any right thereunder, Landlord shall use reasonable efforts to minimize any interference with Tenant’s use and enjoyment of the Leased Premises and any appurtenant rights herein granted, including, without limitation, Tenant’s access to and from the Leased Premises, the Garage and the Common Areas; and (ii) neither the creation of the condominium nor the Condominium Documents 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 Common Areas or Tenant’s other rights under this Lease, (c) increase Tenant nonmonetary obligations under this Lease to more than a de minimis extent, (d) increase Tenant’s monetary obligations under this Lease, or (e) cause the usable area of the Leased 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 Property” shall refer to the Office Portion of the Building and common elements associated therewith, as described in the Condominium Documents, or (ii) otherwise subject Owner to legal liability, the parties shall cooperate in good faith to address and resolve the issue. 5.1.4 The Parties shall negotiate in a good faith and timely manner any other agreements reasonably required in connection with the condominium structure agreed upon between the parties for the Condo-Hotel.

Condominium Documents. 5.1.1 Owner(a) Borrower shall not, without the prior written consent of Lender, vote in any manner, or consent, to any action of any Condominium Association that is prohibited or requires Lender’s consent under the Loan Documents. (b) Borrower shall not, without the prior written consent of Lender, in its capacity as the current owner furtherance, and not in limitation, of the Condo-Hotelprohibitions 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 the Mortgage or the security therefor, where such vote or consent could increase the obligation or diminish the rights of Lender or where such vote or consent could adversely affect the Property, without, in each instance, the prior written consent of Lender. (c) Borrower shall execute not, without the prior written consent of Lender, cancel (or vote to 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 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 rights, privileges and record prerogatives of Borrower under the Condominium Documents to terminate, cancel, modify, change, supplement, alter or amend 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 constructsuch prohibited termination, operate cancellation, modification, change, supplement, alteration or amendment of any Condominium Document without the prior consent of Lender shall be void and maintain the portions of the Condo-Hotel owned or controlled by each such person to a standard consistent with this Agreement no force and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreementeffect. 5.1.2 Operator has received(d) Borrower shall not, reviewed and approved without the current draft prior written consent of Lender, to the extent of Borrower’s ability, permit the Condominium Association, any officers of the Condominium Documents and will have Association or the continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend or modify any managing agent of the same in a manner that would materially and adversely affect OperatorCondominium Association to establish any material working capital or other reserves or undertaking with respect to any material capital expenditures. (e) Borrower shall not, without the prior written consent of Lender, to the extent of Borrower’s rights or obligations under this Agreement (providedability, however, if the amendment or modification is necessary to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that permit the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution Association to incur any indebtedness or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail to take) any action or exercise (and not fail to exercise) such rights under encumber the Condominium Documents (through exercise of voting rights, enforcement of 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 Documents, or (ii) otherwise subject Owner to legal liability, the parties shall cooperate in good faith to address and resolve the issue. 5.1.4 The Parties shall negotiate in a good faith and timely manner any other agreements reasonably required in connection with the condominium structure agreed upon between the parties for the Condo-Hoteltherewith.

Condominium Documents. 5.1.1 OwnerUpon substantial completion of the Building, the Property shall be submitted to a condominium regime pursuant to the Condominium Documents 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 Documents and all future amendments and modifications thereto and enter into any instruments reasonably requested by Landlord in its capacity connection with the foregoing so long as the current owner same are not inconsistent with and would not impair any of the Condorights of Tenant under this Lease. As a condition to such subordination, Landlord shall deliver to Tenant a Non-Hotel, Disturbance Agreement from the Board in the form of Exhibit P attached hereto (the “Board SNDA”). Tenant acknowledges that the Landlord shall execute and record establish the Condominium by recording the Condominium Documents with the Registry of Deeds upon substantial completion of the Building. ▇▇▇▇▇▇ further acknowledges that it has reviewed drafts of the Condominium Documents, including which Landlord has provided to Tenant prior to the date hereof. Landlord shall have the right to make changes to 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-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 (through exercise of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect Operator’s rights or obligations under this Agreement (provided, however, if the amendment or modification is necessary to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail to take) any action or exercise (and not fail to exercise) such rights under the Condominium Documents (through exercise of voting rights, enforcement of remedies or otherwise, subject to any constraints imposed under Legal Requirements) as may be Landlord deems 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 5Landlord’s sole discretion; provided, however, that Tenant shall have the right to approve any such change (which approval shall not be unreasonably withheld, conditioned or delayed) that could reasonably be expected to (i) materially and adversely affect any of Tenant’s rights under this Lease (ii) increase any of Tenant’s obligations under this Lease. Further, (i) under no circumstances shall the Board have the right to terminate this Lease or impose or assess any fines or penalties of any kind directly to Tenant, and (ii) in the event Owner’s action or inaction would (i) violate applicable Legal Requirements or the Board fails to perform any of its obligations under the Condominium DocumentsDocuments and there is any material adverse effect on any of Tenant’s rights hereunder as a result thereof, or (ii) otherwise subject Owner Tenant shall have the right to legal liabilityrequire that Landlord use diligent efforts, the parties shall cooperate in good faith at its sole cost and expense, to address and resolve the issueperform such obligations as soon as possible. 5.1.4 The Parties shall negotiate in a good faith and timely manner any other agreements reasonably required in connection with the condominium structure agreed upon between the parties for the Condo-Hotel.

Condominium Documents. 5.1.1 Owner(a) Borrower shall promptly 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 waive any obligation to pay Common Expenses without L▇▇▇▇▇’s prior written consent. Borrower shall promptly and faithfully observe, perform and comply in its capacity as the current owner all material respects with all of the Condo-Hotelterms, shall execute covenants 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed and approved the current draft provisions of the Condominium Documents and will have the continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend do, suffer or modify permit to be done any act, event or omission that may cause a default or breach under any of the same in a manner that would materially Condominium Documents. Borrower shall promptly notify Lender of (i) any adjustments made to the percentage of any Common Expenses and adversely affect Operator(ii) the imposition of any special assessments levied or assessed under the Condominium Documents. Upon L▇▇▇▇▇’s rights or obligations under this Agreement (providedrequest, however, if Borrower shall provide Lender with copies of all statements issued by the amendment or modification is necessary Board for Common Expenses pursuant to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that 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 such Common Expenses been so paid or are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicablenot then delinquent. 5.1.3 Owner (b) Borrower shall, or shall take cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and not fail conditions required to take) be performed and/or observed by any action or exercise (and not fail to exercise) such rights other party under each of the Condominium Documents Documents. (through exercise of voting rightsc) Borrower shall comply, enforcement of remedies or otherwiseand shall cause its representatives on the applicable Board to comply, subject in all material respects with all Legal Requirements applicable to any constraints imposed under Legal Requirements) 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 desirable in order (a) to ensure that each component sent by Borrower alleging any default by Borrower under, or noncompliance with, any of the Condo-Hotel over Condominium 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 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 Owner has control is constructedshall not be unreasonably withheld, maintained conditioned or delayed, Borrower shall not, and operated 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 (biv) create any new units. (g) In addition to effectuate the terms of this Agreement and the Lender’s other agreements and documents referred to consent rights as specified in this ARTICLE 5; providedAgreement, howeverunless the following actions are required to effect a matter expressly required by Legal Requirements, in Borrower shall not, and shall not permit any of its representatives on the event Owner’s action applicable Board to, exercise any other material approval, consent or inaction would (i) violate applicable Legal Requirements 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. (iih) otherwise subject Owner Borrower shall take (and cause to legal liabilitybe 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 parties 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 cooperate be deemed to be required by this Agreement. Borrower shall not assign (other than to Lender) or encumber (other than in good faith to address and resolve favor of Lender as security for the issueObligations) any of its rights under the Condominium Documents. 5.1.4 (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 Parties 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 negotiate 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 Common Expenses and the performance of all of the terms, provisions, covenants, conditions and agreements contained in a good faith the Condominium Documents, to be kept, performed and timely manner complied with by Borrower. (k) Lender shall have the rights and privileges which Borrower has under the Condominium Documents (including, without limitation, all voting rights) as though Lender were the owner of the Individual Property, but only upon the occurrence and during the continuance of an Event of Default, Lender may vote in place of Borrower and may exercise any other agreements reasonably required 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. (l) On the Closing Date with respect to the then-existing members of each Board appointed by B▇▇▇▇▇▇▇, and during the term of the Loan 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 Documents, and Borrower shall not 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 rights of Borrower or such Affiliate in effect as of the Closing Date as declarant, 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 be deemed given with respect to the condominium structure agreed upon between the parties matter for the Condo-Hotelwhich approval was requested.

Condominium Documents. 5.1.1 Owner(a) Borrower shall promptly 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 waive any obligation to pay Common Expenses without Administrative Agent’s prior written consent. Borrower shall promptly and faithfully observe, perform and comply in its capacity as the current owner all material respects with all of the Condo-Hotelterms, shall execute covenants 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed and approved the current draft provisions of the Condominium Documents and will have the continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend do, suffer or modify permit to be done any act, event or omission that may cause a default or breach under any of the same in a manner that would materially Condominium Documents. Borrower shall promptly notify Administrative Agent of (i) any adjustments made to the percentage of any Common Expenses and adversely affect Operator(ii) the imposition of any special assessments levied or assessed under the Condominium Documents. Upon Administrative Agent’s rights or obligations under this Agreement (providedrequest, however, if Borrower shall provide Administrative Agent with copies of all statements issued by the amendment or modification is necessary Board for Common Expenses pursuant to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that 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 amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicablenot then delinquent. 5.1.3 Owner (b) Borrower shall, or shall take cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and not fail conditions required to take) be performed and/or observed by any action or exercise (and not fail to exercise) such rights other party under each of the Condominium Documents Documents. (through exercise of voting rightsc) Borrower shall comply, enforcement of remedies or otherwiseand shall cause its representatives on the applicable Board to comply, subject in all material respects with all Legal Requirements applicable to any constraints imposed under Legal Requirements) the Condominium, and will take all commercially reasonable actions as may be necessary or desirable in order (a) from time to ensure that each component of time to preserve and maintain the Condo-Hotel over which Owner has control is constructed, maintained and operated Condominium in accordance with this Agreementapplicable 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 Condominium 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 (bC) to effectuate all communications with Governmental Authorities and any written communication alleging a violation of 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 any applicable Legal Requirements Requirement. Borrower shall promptly notify Administrative Agent in writing of the initiation of any litigation, arbitration or other proceeding affecting Borrower or the Condominium Documents, Property under or (ii) otherwise subject Owner to legal liability, the parties shall cooperate in good faith to address and resolve the issue. 5.1.4 The Parties shall negotiate in a good faith and timely manner any other agreements reasonably required in connection with the condominium structure agreed upon between the parties for the Condo-HotelCondominium Documents.

Condominium Documents. 5.1.1 Owner(a) Borrower shall promptly 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 waive any obligation to pay Common Expenses without L▇▇▇▇▇’s prior written consent. Borrower shall promptly and faithfully observe, perform and comply in its capacity as the current owner all material respects with all of the Condo-Hotelterms, shall execute covenants 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed and approved the current draft provisions of the Condominium Documents and will have the continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend do, suffer or modify permit to be done any act, event or omission that may cause a default or breach under any of the same in a manner that would materially Condominium Documents. Borrower shall promptly notify Lender of (i) any adjustments made to the percentage of any Common Expenses and adversely affect Operator(ii) the imposition of any special assessments levied or assessed under the Condominium Documents. Upon L▇▇▇▇▇’s rights or obligations under this Agreement (providedrequest, however, if Borrower shall provide Lender with copies of all statements issued by the amendment or modification is necessary Board for Common Expenses pursuant to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that 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 such Common Expenses been so paid or are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicablenot then delinquent. 5.1.3 Owner (b) Borrower shall, or shall take cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and not fail conditions required to take) be performed and/or observed by any action or exercise (and not fail to exercise) such rights other party under each of the Condominium Documents Documents. (through exercise of voting rightsc) Borrower shall comply, enforcement of remedies or otherwiseand shall cause its representatives on the applicable Board to comply, subject in all material respects with all Legal Requirements applicable to any constraints imposed under Legal Requirements) 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 desirable in order (a) to ensure that each component sent by Borrower alleging any default by Borrower under, or noncompliance with, any of the Condo-Hotel over Condominium 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 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 Owner has control is constructedshall not be unreasonably withheld, maintained conditioned or delayed, Borrower shall not, and operated 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 (biv) create any new units. (g) In addition to effectuate the terms of this Agreement and the Lender’s other agreements and documents referred to consent rights as specified in this ARTICLE 5; providedAgreement, howeverunless the following actions are required to effect a matter expressly required by Legal Requirements, in Borrower shall not, and shall not permit any of its representatives on the event Owner’s action applicable Board to, exercise any other material approval, consent or inaction would (i) violate applicable Legal Requirements 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. (iih) otherwise subject Owner Borrower shall take (and cause to legal liabilitybe 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 parties 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 cooperate be deemed to be required by this Agreement. Borrower shall not assign (other than to Lender) or encumber (other than in good faith to address and resolve favor of Lender as security for the issueObligations) any of its rights under the Condominium Documents. 5.1.4 The Parties (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 negotiate not be obligated to), in a good faith its sole discretion, cause such default by Borrower to be remedied and timely manner any otherwise take or perform such other agreements reasonably required 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 condominium structure agreed 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 Common Expenses and the performance of all of the 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 (including, without limitation, all voting rights) as though Lender were the owner of the Individual Property, but only upon between the parties occurrence and during the continuance of an 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 Condocontrary, 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. (l) On the Closing Date with respect to the then-Hotelexisting members of each Board appointed by B▇▇▇▇▇▇▇, and during the term of the Loan 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 Documents, and Borrower shall not 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 rights of Borrower or such Affiliate in effect as of the Closing Date as declarant, under any of the Condominium Documents.

Condominium Documents. 5.1.1 Owner, in its capacity as the current owner This Lease is subject and subordinate to all of the Condo-Hotelterms, shall execute covenants, conditions and record restrictions contained in the Condominium Documents, including such documents binding in the form as they exist on future owners and operators the date of this Lease, which Condominium Documents, in the various components of final form presented to Tenant, have been accepted by Tenant prior to 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 standard consistent with this Agreement and in a manner that date hereof. Tenant shall enable and not interfere comply with the operation of the Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed terms and approved the current draft conditions of the Condominium Documents to the extent same affect and will have relate to the continuing right Demised Premises, including, without limitation, payment of all charges and assessments levied or imposed upon Landlord or the Demised Premises pursuant thereto that accrue during and are related to further approve 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 modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect Operator’s rights or obligations under this Agreement (providedother provision, however, if the amendment or modification is necessary to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail to take) any action or exercise (and not fail to exercise) such rights under the Condominium Documents (through exercise of voting rights, enforcement of 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 Lease and except for the other agreements and documents referred to portion of any charges or assessments for the Amenities or Amenities Space (each as defined in this ARTICLE 5the Master Deed), all of which excepted items shall be paid for by Landlord; provided, however, in the event Owner’s action of any conflict between the terms, covenants, conditions and restrictions contained in the Condominium Documents 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 inaction would (i) violate applicable Legal Requirements 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 amend, 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 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 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 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 matters relating to costs of the Association that may be Tenant’s obligation under the Lease. Following Landlord’s acquisition of the Land, Landlord shall obtain any third-party approvals required under the Master 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 Association’s charges pursuant to Section 13.5 of the Master Deed, and Landlord shall take all necessary actions to make such records available to Tenant for inspection, copying and 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 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 legal liability, the parties shall cooperate in good faith to address exercise any of its rights and resolve the issue. 5.1.4 The Parties shall negotiate powers in a good faith manner that is consistent with this Lease, and timely manner any other agreements reasonably required does not diminish Tenant’s 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 Landlord shall not transfer or convey to the condominium structure agreed upon between 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 parties for use of any part of the Condo-Hotel.Demised Premises or all or any portion of the Limited Common Elements appurtenant to the Demised Premises, by any party other than Tenant and Tenant’s invitees and no party(ies) shall be permitted or authorized by Landlord or any Affiliate of Landlord to utilize parking on the Limited Common elements appurtenant to the Demised Premises. As part of Landlord’s acquisition of the Land, Landlord shall obtain an estoppel certificate addressed to Tenant from the Association in the form attached hereto as Exhibit L.

Condominium Documents. 5.1.1 OwnerPrior 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 (the "Master Declaration"), the Condominium Plat for the Master Condominium ("Master Plat"), and the Articles of Incorporation and Bylaws for the Master Condominium association (collectively, 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 its capacity and any rules, regulations adopted pursuant to the Declaration or the Master Declaration are referred to herein as the current owner "Condominium Documents"). Buyer shall have the right to review the Condominium Documents and may provide commercially reasonable objections to any provision of any Condominium Documents that Buyer determines will adversely affect the use, management or operation of the Condo-Hotelrespective Unit for Buyer's intended purpose. Buyer shall provide written notice of such 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, shall execute and record said notice to specify in reasonable detail any matter to which Buyer objects. If Buyer gives any notice of objection to any matter contained in the Condominium Documents, including then Seller shall, within ten (10) days after the date such documents binding on future owners and operators notice of the various components of the Condo-Hotelobjection is given, as may be necessary to ensure that either (i) resubmit 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 standard consistent with this Agreement and in a manner that shall enable and not interfere Condominium Documents with the operation appropriate revisions requested by Buyer duly made or (ii) provide notice to Buyer of its refusal to make any such change. In the Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has receivedevent Seller fails to provide notice under subsection (ii) above, reviewed and approved Seller will be deemed to have elected not to modify the current draft Condominium Documents. In the event Buyer approves of the Condominium Documents and pursuant to this Section 4, Seller will have provide Buyer with any proposed changes to the continuing right Condominium Documents for Buyer's approval. If Buyer does not approve the Condominium Documents or any changes to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend or modify any of the same in a manner that would materially and adversely affect Operator’s rights or previously approved Condominium Documents, Buyer may terminate its obligations under this Agreement (provided, however, if the amendment or modification is necessary to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail to take) any action or exercise (and not fail to exercise) such rights under the Condominium Documents (through exercise of voting rights, enforcement of 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 Documents, or (ii) otherwise subject Owner to legal liability, the parties shall cooperate in good faith to address and resolve the issueSection 22 below. 5.1.4 The Parties shall negotiate in a good faith and timely manner any other agreements reasonably required in connection with the condominium structure agreed upon between the parties for the Condo-Hotel.

Condominium Documents. 5.1.1 Owner(a) Borrower shall cause Mortgage Borrower to promptly 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, perform and comply in its capacity as the current owner all material respects with all of the Condo-Hotelterms, shall execute covenants 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 standard consistent with this Agreement and in a manner that shall enable and not interfere with the operation of the Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed and approved the current draft provisions of the Condominium Documents and will have the continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or otherwise) and Owner shall not amend permit Mortgage Borrower to do, suffer or modify permit to be done any act, event or omission that may cause a default or breach under any of the same in a manner that would materially Condominium Documents. Borrower or Mortgage Borrower shall promptly notify Lender of (i) any adjustments made to the percentage of any Common Expenses and adversely affect Operator(ii) the imposition of any special assessments levied or assessed under the Condominium Documents. Upon L▇▇▇▇▇’s rights request, Borrower or obligations under this Agreement (provided, however, if Mortgage Borrower shall provide Lender with copies of all statements issued by the amendment or modification is necessary Board for Common Expenses pursuant to comply with Legal Requirements, the Parties shall cooperate in good faith to address and resolve the issue). In the event that 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 such Common Expenses been so paid or are amended and/or modified, Owner shall provide Operator with copies of such Condominium Documents promptly upon their execution or finalization, as may be applicablenot then delinquent. 5.1.3 Owner (b) Borrower shall take 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 not fail conditions required to take) be performed and/or observed by any action or exercise (and not fail to exercise) such rights other party under each of the Condominium Documents Documents. (through exercise of voting rightsc) Borrower shall cause Mortgage Borrower to comply, enforcement of remedies or otherwiseand cause Mortgage Borrower to cause its representatives on the applicable Board to comply, subject in all material respects with all Legal Requirements applicable to any constraints imposed under Legal Requirements) 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 desirable in order Mortgage Borrower shall promptly send to Lender a copy of (aA) to ensure that each component any notice received or sent by Mortgage Borrower alleging any default by Mortgage Borrower under, or noncompliance with, any of the Condo-Hotel over Condominium 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 Mortgage 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 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 Owner has control is constructedshall not be unreasonably withheld, maintained conditioned or delayed, Borrower shall not permit Mortgage Borrower to, and operated 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 (biv) create any new units. (g) In addition to effectuate the terms of this Agreement and the L▇▇▇▇▇’s other agreements and documents referred to consent rights as specified in this ARTICLE 5; providedAgreement, howeverunless the following actions are required to effect a matter expressly required by Legal Requirements, in Borrower shall not permit Mortgage Borrower to, and shall not permit Mortgage Borrower to permit any of its representatives on the event Owner’s action applicable Board to, exercise any other material approval, consent or inaction would (i) violate applicable Legal Requirements 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. (iih) otherwise subject Owner Borrower shall cause Mortgage Borrower to legal liabilitytake (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 parties 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 cooperate 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 good faith to address and resolve favor of Mortgage Lender) any of its rights under the issueCondominium Documents. 5.1.4 (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 Parties 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 negotiate 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 Common Expenses and the performance of all of the terms, provisions, covenants, conditions and agreements contained in a good faith the Condominium Documents, to be kept, performed and timely manner complied with by Mortgage Borrower. (k) Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Lender shall have the rights and privileges which Mortgage Borrower has under the Condominium Documents (including, without limitation, all voting rights) as though Lender were the owner of the Individual Property, but only upon the occurrence and during the continuance of an Event of Default, Lender may vote in place of Mortgage Borrower and may exercise any other agreements reasonably required 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. (l) With respect to the then-existing members of each Board appointed by Mortgage Borrower, and during the term of the Loan 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 condominium structure agreed 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 between the parties 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 Condo-Hotelrights of Mortgage Borrower or any Affiliate as declarant under each of the Condominium Documents, and Borrower shall not 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 rights of Mortgage Borrower or such Affiliate in effect as of the Closing Date as declarant, under any of the Condominium Documents.