Common use of Condominium Documents Clause in Contracts

Condominium Documents. Tenant acknowledges that the Building and the land of which the Premises form a part may be subjected to the condominium form of ownership prior to the end of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (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 Documents do not increase the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers of the Condominium (the “Board”) shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default of its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights under the Condominium Documents shall not result in termination of this Lease or otherwise interfere with the rights, remedies and obligations of Tenant under this Lease. Tenant’s obligation to comply with 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 such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to the foregoing, shall enter into an amendment of this Lease in such respects as shall be reasonably necessary to conform to such condominiumization, including, without limitation, appropriate adjustments to the Percentage and to real estate taxes payable during the Base Year; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment of this Lease, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to the contrary, in no event shall the total amount of Rent (or 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 have been payable by Tenant under this Lease if such condominiumization had not occurred).

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

Condominium Documents. Tenant acknowledges that 5.1.1 Owner, in its capacity as the Building current owner of the Condo-Hotel, shall execute and record the land Condominium Documents, including such documents binding on future owners and operators of which the Premises form a part various components of the Condo-Hotel, as may be subjected necessary to the condominium form of ownership prior to the end ensure that such owners and operators of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration Condo-Hotel (the “Declaration”) and any other documents (together 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 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 operation of the City Condo-Hotel as contemplated by this Agreement. 5.1.2 Operator has received, reviewed and County approved the current draft of San Francisco, provided that the Declaration and the Condominium Documents do not increase and will have the obligations continuing right to further approve any modifications thereto over which Owner has control (through exercise of voting rights or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extentotherwise) and provided further that as a condition thereto the Board of Managers Owner shall not amend or modify any of the Condominium (the “Board”) shall enter into same in a non-disturbance agreement with Tenant in form manner that would materially and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default of its adversely affect Operator’s rights or obligations under this Lease after notice 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 expiration resolve the issue). In the event that the Condominium Documents are amended and/or modified, Owner shall provide Operator with copies of applicable grace periodssuch Condominium Documents promptly upon their execution or finalization, as may be applicable. 5.1.3 Owner shall take (and not fail to take) any foreclosure of the unit of which the Premises are a part action or the exercise by the Board of any of its (and not fail to exercise) such rights under the Condominium Documents shall not result (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 termination 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 Lease 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 interfere 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 rights, remedies and obligations of Tenant under this Lease. Tenant’s obligation to comply with condominium structure agreed upon between the Declaration and parties for the Condominium Documents shall be subject to Tenant’s prior written consent, which Tenant may withhold in its sole discretion, if the same would increase the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or ▇▇▇▇▇▇’s use of, or access to, the Premises. If any such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to the foregoing, shall enter into an amendment of this Lease in such respects as shall be reasonably necessary to conform to such condominiumization, including, without limitation, appropriate adjustments to the Percentage and to real estate taxes payable during the Base Year; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment of this Lease, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to the contrary, in no event shall the total amount of Rent (or 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 have been payable by Tenant under this Lease if such condominiumization had not occurred)Condo-Hotel.

Condominium Documents. Tenant acknowledges that (i) Issuers shall not, without the Building and the land of which the Premises form a part may be subjected to the condominium form of ownership prior to the end of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (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 Documents do not increase the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers of the Condominium (the “Board”) shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default of its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights under the Condominium Documents shall not result in termination of this Lease or otherwise interfere with the rights, remedies and obligations of Tenant under this Lease. Tenant’s obligation to comply with the Declaration and the Condominium Documents shall be subject to TenantTrustee’s prior written consent, which Tenant may withhold amend, modify or supplement in any material respect, or consent to or suffer any material amendment, modification or supplementation of any of the Condominium 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 not, without the Trustee’s prior written consent, transfer any of its sole discretion, if the same would increase the obligations or liability or diminish the rights and remedies of Tenant hereunder obligations to any other party to the Condominium Documents, which consent shall not be unreasonably withheld or reduce Landlorddelayed. (iii) Issuers shall not, without the Trustee’s obligations hereunder or prior written consent, take (and hereby assigns to Trustee any right it may have an adverse impact upon to take) any action to terminate the rights of Tenant hereunder or ▇▇▇▇▇▇’s use ofCondominium, withdraw the Condominium from the Condominium Laws, or access tocause a partition of the Condominium. (iv) Issuers shall not, without the Premises. If Trustee’s prior written consent, exercise any such Declaration is right it may have to be recordedvote for, Tenant, upon request of Landlord, but subject (A) any additions or improvements to the foregoingcommon elements of the Condominium, shall enter into an amendment except as such additions or improvements are completed in accordance with Section 8.04 hereof, (B) any borrowing on behalf of this Lease the Condominium or (C) the expenditure of any insurance proceeds or condemnation awards for the repair or restoration of the related Improvements other than 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 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 relating thereto. Notwithstanding anything herein to the contrary, in no event shall the total amount of Rent (or 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 have been payable by Tenant under this Lease if such condominiumization had not occurred)accordance with Section 8.04 hereof.

Condominium Documents. Tenant acknowledges (a) Borrower shall diligently comply with all of the terms, covenants, rules, regulations and conditions of the Condominium Documents, as the same shall be in force and effect from time to time. (b) Borrower shall pay all Condominium Assessments and other sums required to be paid by Borrower under and pursuant to the provisions of the Condominium Documents, as and when such Condominium Assessment or other charge is payable, but in all events prior to delinquency. (c) Borrower will deliver to Lender from time to time, promptly upon Lender’s request, evidence satisfactory to Lender that the Building and the land of which the Premises form a part may be subjected Condominium Assessments have been so paid or are not then delinquent with respect to the condominium form Property. Borrower shall immediately notify Lender of ownership prior (i) any adjustments made to the end amount of Condominium Assessments due under the Condominium Documents, or (ii) the imposition of any additional Condominium Assessments under the Condominium Documents. (d) Borrower shall promptly notify Agent of the Term receipt of this Lease. Tenant agrees that ifany 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, at covenants or conditions of any time during Condominium Documents on the Termpart of Borrower to be performed or observed, (ii) any notice requiring the Building performance of any material act by Borrower with respect to any obligation of Borrower under any Condominium Documents (e.g., notice of imposition of “special” Condominium Assessments), and, in each such case, deliver to Lender a true, correct and complete copy of each such notice, or (iii) any pending or threatened litigation affecting any Condominium Association or the land Condominium Documents. (e) If the Condominium Documents provide for a “mortgagee representative” (or equivalent thereto), then Lender shall be subjected named in the Condominium Documents as such mortgagee representative for so long as the Loan is outstanding and shall give notice to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (the “Declaration”) Condominium Association and any other Persons as necessary for Lender to be recognized as a mortgagee under the Condominium Documents. (f) Borrower agrees that upon an Event of Default, Lender in its sole discretion may, but shall not be obligated to, perform any act, employ any Person, and 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 (together with including any modifications or amendments to the Declaration, collectively, Loan Documents or the “Condominium Documents”; the condominium association and/or the board thereof, hereafter, the “Condominium”) which shall be recorded as Lender may require in order to convert perfect 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 Lien of the City Loan Documents, including (i) resignations of the officers and County members of San Francisco, provided that the Declaration and the Condominium Documents do not increase the obligations or liability or diminish the rights and remedies board of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers 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 “Board”occurrence and during the continuance of an Event of Default to date and deliver such resignations, and (ii) shall enter into a non-disturbance agreement with Tenant irrevocable proxies in form and substance reasonably satisfactory acceptable to TenantLender, confirming thatexecuted in blank, so long as Tenant enabling Lender in its sole discretion after the occurrence and during the continuance of an Event of Default to exercise the votes held by Borrower in the Condominium Association. In furtherance of the foregoing, Borrower shall promptly notify Lender if Borrower has the right to appoint a replacement officer and/or director to the Condominium Association or a director is elected who is eligible because such director is a person authorized to act on behalf of Borrower, and such replacement officer and/or director shall execute and deliver to Agent the documents contemplated pursuant to this clause (g). (h) Borrower shall pay all costs and expenses incurred by Lender in connection with the Condominium Documents (including costs and expenses associated with conducting any investigations, reviews, valuations or searches which Lender shall deem necessary in its sole discretion), obtaining updated title insurance and the preparation and review of any 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 default 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 this Lease after notice no obligation, to pay any sums and expiration of applicable grace periods, to perform any foreclosure act or take any action as may be necessary to cause all of the unit material terms, covenants and conditions of which the Premises are a 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 exercise by the Board rights of any of its rights Borrower and Lender in, to and under the Condominium Documents shall not 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 the Property at any time with prior notice (which may be given verbally if such entrance is due to an emergency relating to the Property, to remedy any imminent danger on or to the Property or in termination order to investigate and cure an Event of this Lease or otherwise interfere Default hereunder) and from time to time for the purpose of taking any such action to cause all such terms, covenants and conditions to be performed. Lender may pay and expend such sums of money as Lender deems necessary for any 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 rights, remedies day on which Borrower receives such demand until paid at the Default Rate. All sums so paid and obligations of Tenant under this Lease. Tenant’s obligation to comply with the Declaration expended by Lender and the Condominium Documents interest thereon shall be subject to Tenant’s prior written consent, which Tenant may withhold in its sole discretion, if secured by the same would increase legal operation and effect of the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or ▇▇▇▇▇▇’s use of, or access to, the Premises. If any such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to the foregoing, shall enter into an amendment of this Lease in such respects as shall be reasonably necessary to conform to such condominiumization, including, without limitation, appropriate adjustments to the Percentage and to real estate taxes payable during the Base Year; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment of this Lease, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to the contrary, in no event shall the total amount of Rent (or 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 have been payable by Tenant under this Lease if such condominiumization had not occurred)Mortgage.

Condominium Documents. Tenant acknowledges that the Building and the land of which the Premises form Landlord may determine to establish a part may be subjected condominium with respect to the condominium form of ownership prior Building. If Landlord determines to the end of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownershipestablish a condominium, then, so long as Tenant is provided with a customary non-disturbance agreement in form and substance reasonably acceptable to Tenant and Landlord, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in to all respects to any of the documents creating the condominium declaration (the “Declaration”) and any other documents (together with the Declaration, collectively, the “Condominium Documents”); provided, however, that (i) 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 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 nor the Condominium Documents do not increase shall (a) adversely modify, or expressly permit adverse modification of, the obligations repair, maintenance, operation or liability service requirements set forth in this Lease, (b) diminish 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 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, (in any case 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 extent) and provided further that as a condition thereto the Board of Managers of the Condominium (the “Board”) shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default of its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights under the Condominium Documents shall not result in termination of this Lease or otherwise interfere with the rights, remedies and obligations of Tenant under this Leaseamount. 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 such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to Without limiting the foregoing, shall enter into an amendment of this Lease in such respects as shall be reasonably necessary to conform to such condominiumization, including, without limitation, appropriate adjustments to the Percentage and to real estate taxes payable during the Base Year; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment of this Lease, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to the contrary, in no event shall the total amount of Rent (or 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 common area charges allocable to the amount of Rent unit containing the Office Portion be included in Operating Costs (or any portion thereofas hereinafter defined) which would have been payable by Tenant under this Lease if such condominiumization had not occurred)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.

Condominium Documents. Tenant acknowledges (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 all material respects with all of the terms, covenants and provisions of the Condominium Documents and shall not do, suffer or permit to be done any act, event or omission that may cause a default or breach under any of the Building Condominium Documents. Borrower shall promptly notify Lender of (i) any adjustments made to the percentage of any Common Expenses and (ii) the land imposition of which any special assessments levied or assessed under the Premises form a part Condominium Documents. Upon L▇▇▇▇▇’s request, Borrower shall provide Lender with copies of all statements issued by the Board for Common Expenses pursuant to 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 not then delinquent. (b) Borrower shall, or shall cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and conditions required to be performed and/or observed by any other party under each of the Condominium Documents. (c) Borrower shall comply, and shall cause its representatives on the applicable Board to comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as may be subjected necessary from time to time to preserve and maintain the condominium form of ownership prior to the end of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (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 law. (d) Borrower shall promptly send to Lender a copy of the City and County (A) any notice received or sent by Borrower alleging any default by Borrower under, or noncompliance with, any of San Francisco, provided that the Declaration and 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 (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 increase (and shall not, through its representatives on the obligations applicable Board, vote to) submit to a Governmental Authority or liability amend, modify, supplement, replace or diminish 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 of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in under any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers of the Condominium (the “Board”) shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to TenantDocuments, confirming provided that, so long as Tenant is to the extent that Lender shall consent thereto, any such amendment, supplement, replacement or other modification or waiver or release shall be made in accordance with any applicable Legal Requirements. (f) Without Lender’s prior consent, which shall not in default be unreasonably withheld, conditioned or delayed, Borrower shall not, and shall not permit any of its obligations under this Lease after notice and expiration of representatives on the applicable grace periodsBoard to, (i) make any foreclosure additions or improvements to the common elements of the unit Condominium, except as such additions or improvements are completed in accordance with this Agreement, (ii) except for Permitted Encumbrances, borrow or incur any indebtedness for borrowed money on behalf of the Condominium or any encumbrance of the Condominium in connection therewith, (iii) expend any insurance proceeds or condemnation awards for the repair or restoration of the Condominium and its common elements other than in accordance with this Agreement, or (iv) create any new units. (g) In addition to Lender’s other consent rights as specified in this Agreement, unless the following actions are required to effect a matter expressly required by Legal Requirements, Borrower shall not, and shall not permit any of its representatives on the applicable Board to, exercise any other material approval, consent or voting right to which it is entitled under the Premises Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an Individual Material Adverse Effect, in each case without obtaining L▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (h) Borrower shall take (and cause to be taken) all such actions and shall do (and cause to be done) all such things as are necessary under the Condominium Documents from time to time to cause Lender to be a part recognized mortgagee within the meaning of, and for all purposes under, the Condominium Documents (including, without limitation, serving a notice specifying the proper name and address of Lender to the applicable Board in accordance with the terms thereof). To the extent that any approval rights, consent rights or other rights or privileges are granted to the exercise holder of a recognized mortgagee under the Condominium Documents, then such approval rights, consent rights or other rights or privileges shall be deemed to be required by this Agreement. Borrower shall not assign (other than to Lender) or encumber (other than in favor of Lender as security for the Board of Obligations) any of its rights under the Condominium Documents Documents. (i) Upon the occurrence and during the continuance of an Event of Default by Borrower under any of the Condominium Documents, Lender may (but shall not result in termination of this Lease or otherwise interfere with the rightsbe obligated to), remedies and obligations of 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 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 same would increase 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 liability or diminish 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 remedies privileges which Borrower has under the Condominium Documents (including, without limitation, all voting rights) as though Lender were the owner of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact 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 and all of said rights of Tenant hereunder or and privileges. Borrower hereby irrevocably appoints L▇▇▇▇▇ as B▇▇▇▇▇▇▇’s use ofattorney-in-fact, or access to, 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 Premisesapplicable 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. If any such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to 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 enter into an amendment of this 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 Base Year; provided Landlord shall pay render Lender liable 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 relating theretoOperating 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 no event 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 total amount right to designate the replacement for such Board member. (m) Borrower shall not cause or permit any modification to the rights of Rent (Borrower or any portion thereofAffiliate as declarant under each of the Condominium Documents, including without and Borrower shall not exercise, or cause or permit any limitation Tax Expenses and Operating ExpensesAffiliate 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) payable by Tenant To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Lease increase due Section and L▇▇▇▇▇ thereafter fails to such condominiumization (in comparison respond, L▇▇▇▇▇’s approval shall be deemed given with respect to the amount of Rent (or any portion thereof) matter for which would have been payable by Tenant under this Lease if such condominiumization had not occurred)approval was requested.

Condominium Documents. Tenant acknowledges (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 all material respects with all of the terms, covenants and provisions of the Condominium Documents and shall not permit Mortgage Borrower to do, suffer or permit to be done any act, event or omission that may cause a default or breach under any of the Building Condominium Documents. Borrower or Mortgage Borrower shall promptly notify Lender of (i) any adjustments made to the percentage of any Common Expenses and (ii) the land imposition of which any special assessments levied or assessed under the Premises form a part Condominium Documents. Upon L▇▇▇▇▇’s request, Borrower or Mortgage Borrower shall provide Lender with copies of all statements issued by the Board for Common Expenses pursuant to 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 not then delinquent. (b) Borrower shall cause Mortgage Borrower, or cause Mortgage Borrower to cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and conditions required to be performed and/or observed by any other party under each of the Condominium Documents. (c) Borrower shall cause Mortgage Borrower to comply, and cause Mortgage Borrower to cause its representatives on the applicable Board to comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as may be subjected necessary from time to time to preserve and maintain the condominium form of ownership prior to the end of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (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 law. (d) Borrower or Mortgage Borrower shall promptly send to Lender a copy of the City and County (A) any notice received or sent by Mortgage Borrower alleging any default by Mortgage Borrower under, or noncompliance with, any of San Francisco, provided that the Declaration and 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 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 increase permit Mortgage Borrower to (and shall not permit Mortgage Borrower to, through its representatives on the obligations applicable Board, vote to) submit to a Governmental Authority or liability amend, modify, supplement, replace or diminish 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 Tenant hereunder the Condominium Documents, provided that, to the extent that Lender shall consent thereto, any such amendment, supplement, replacement or reduce Landlordother modification or waiver or release shall be made in accordance with any applicable Legal Requirements. (f) Without Lender’s obligations hereunder prior consent, which shall not be unreasonably withheld, conditioned or have delayed, Borrower shall not permit Mortgage Borrower to, and shall not permit Mortgage Borrower to permit any of its representatives on the applicable Board to, (i) make any additions or improvements to the common elements of the Condominium, except as such additions or improvements are completed in accordance with this Agreement, (ii) except for Permitted Encumbrances, borrow or incur any indebtedness for borrowed money on behalf of the Condominium or any encumbrance of the Condominium in connection therewith, (iii) expend any insurance proceeds or condemnation awards for the repair or restoration of the Condominium and its common elements other than in accordance with this Agreement, or (iv) create any new units. (g) In addition to L▇▇▇▇▇’s other consent rights as specified in this Agreement, unless the following actions are required to effect a matter expressly required by Legal Requirements, Borrower shall not permit Mortgage Borrower to, and shall not permit Mortgage Borrower to permit any of its representatives on the applicable Board to, exercise any other material approval, consent or voting right to which it is entitled under the Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an adverse impact upon Individual Material Adverse Effect, in each case without obtaining L▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (h) Borrower shall cause Mortgage Borrower to take (and cause to be taken) all such actions and shall cause Mortgage Borrower to do (and cause to be done) all such things as are necessary under the Condominium Documents from time to time to cause Lender to be a recognized mortgagee within the meaning of, and for all purposes under, the Condominium Documents (including, without limitation, serving a notice specifying the proper name and address of Lender to the applicable Board in accordance with the terms thereof), subject to the rights of Tenant hereunder Mortgage Lender under the Mortgage Loan Documents. To the extent that any approval rights, consent rights or Tenant’s use of, other rights or access to, privileges are granted to the Premises (in any case beyond holder of a de minimis extent) and provided further that as a condition thereto the Board of Managers of recognized mortgagee under the Condominium Documents, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, then such approval rights, consent rights or other rights or privileges shall be deemed to be required by this Agreement. Borrower shall not permit Mortgage Borrower to assign (the “Board”other than to Mortgage Lender) shall enter into a non-disturbance agreement with Tenant or encumber (other than in form and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default favor of its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of Mortgage Lender) any of its rights under the Condominium Documents Documents. (i) Upon the occurrence and during the continuance of an Event of Default by Mortgage Borrower under any of the Condominium Documents, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Lender may (but shall not result in termination of this Lease or otherwise interfere with the rightsbe obligated to), remedies and obligations of 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 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 same would increase Default Rate from the date expended to the date repaid in full. The provisions of this Section 4.28(i) are in addition to any cure rights or other rights or remedies granted to Lender under the Condominium Documents, the Loan Documents or otherwise, in each case, subject to the rights of Mortgage Lender under the Mortgage Loan Documents. (j) Borrower acknowledges and agrees that no release or forbearance of any of Mortgage Borrower’s obligations under any of the Condominium Documents or liability or diminish otherwise shall release Borrower from any of its obligations under this Agreement, including without limitation its obligations to cause Mortgage Borrower to pay all operating expenses, including, without limitation, the 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 Mortgage Borrower. (k) Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Lender shall have the rights and remedies privileges which Mortgage Borrower has under the Condominium Documents (including, without limitation, all voting rights) as though Lender were the owner of Tenant hereunder or reduce Landlord’s obligations hereunder or have the Individual Property, but only upon the occurrence and during the continuance of an adverse impact upon Event of Default, Lender may vote in place of Mortgage Borrower and may exercise any and all of said rights and privileges. Subject to the rights of Tenant hereunder or Mortgage Lender under the Mortgage Loan Documents, Borrower hereby irrevocably appoints L▇▇▇▇▇ as B▇▇▇▇▇▇▇’s use ofattorney-in-fact, or access to, 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 Premisesapplicable 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. If any such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to 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 enter into an amendment of this 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 Base Year; provided Landlord shall pay render Lender liable 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 relating theretoOperating 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 no event connection with the foreclosure of the Pledge Agreement, Borrower shall deliver to Lender an Irrevocable Proxy and Conditional Resignation to be held in escrow by L▇▇▇▇▇ and submitted (at Lender’s option) upon the total amount occurrence and continuance of Rent an Event of Default. Upon the occurrence and continuance of an Event of Default, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, L▇▇▇▇▇ has the right remove any Board member appointed by Mortgage Borrower, and Lender shall have the right to designate the replacement for such Board member. (m) Borrower shall not permit Mortgage Borrower to cause or permit any modification to the rights of Mortgage Borrower or any portion thereofAffiliate as declarant under each of the Condominium Documents, including without and Borrower shall not permit Mortgage Borrower to exercise, or cause or permit any limitation Tax Expenses and Operating Expenses) payable by Tenant 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 this Lease increase due to such condominiumization (in comparison to any of the amount of Rent (or any portion thereof) which would have been payable by Tenant under this Lease if such condominiumization had not occurred)Condominium Documents.

Condominium Documents. Tenant acknowledges that (a) Borrower shall promptly pay or cause to be paid all Common Expenses when the Building same become due and the land of which the Premises form a part may be subjected payable with respect to the condominium form of ownership prior to the end of the Term of this LeaseIndividual Property. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (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 Documents do not increase the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers of the Condominium (the “Board”) shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default of its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights under the Condominium Documents Borrower shall not result in termination of this Lease or otherwise interfere with the rights, remedies and obligations of Tenant under this Lease. Tenant’s waive any obligation to comply with the Declaration and the Condominium Documents shall be subject to Tenantpay Common Expenses without Administrative Agent’s prior written consent. Borrower shall promptly and faithfully observe, which Tenant may withhold perform and comply in its sole discretionall material respects with all of the terms, if covenants and provisions of the same would increase the obligations Condominium Documents and shall not do, suffer or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or ▇▇▇▇▇▇’s use of, or access to, the Premises. If any such Declaration is permit to be recordeddone any act, Tenant, upon request event or omission that may cause a default or breach under any of Landlord, but subject the Condominium Documents. Borrower shall promptly notify Administrative Agent of (i) any adjustments made to the foregoingpercentage of any Common Expenses and (ii) the imposition of any special assessments levied or assessed under the Condominium Documents. Upon Administrative Agent’s request, Borrower shall enter into an amendment provide Administrative Agent with copies of this Lease in all statements issued by the Board for Common Expenses pursuant to the Condominium Documents promptly after Borrower’s receipt thereof. Borrower shall furnish to Administrative Agent such respects information and such other evidence as shall be reasonably necessary Administrative Agent may request from time to conform to such condominiumizationtime concerning Borrower’s due observance, performance and compliance with the terms, covenants and provisions of the Condominium Documents, including, without limitation, appropriate adjustments evidence that such Common Expenses been so paid or are not then delinquent. (b) Borrower shall, or shall cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and conditions required to be performed and/or observed by any other party under each of the Condominium Documents. (c) Borrower shall comply, and shall cause its representatives on the applicable Board to comply, in all material respects with all Legal Requirements applicable to the Percentage Condominium, and will take all commercially reasonable actions as may be necessary from time to real estate taxes payable during time to preserve and maintain the Base Year; provided Landlord Condominium in accordance with applicable law. (d) Borrower shall pay for 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 costs incurred 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 Tenant Borrower in regard to any of the foregoing matters and (including without limitation Tenant’s reasonable attorneys’ feesC) relating to such amendment all communications with Governmental Authorities and any written communication alleging a violation of this Leasethe terms of any applicable Legal Requirement. Borrower shall promptly notify Administrative Agent in writing of the initiation of any litigation, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to arbitration or other proceeding affecting Borrower or the contrary, Property under or in no event shall connection with the total amount of Rent (or 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 have been payable by Tenant under this Lease if such condominiumization had not occurred)Condominium Documents.

Condominium Documents. Tenant acknowledges that Prior to commencement of construction of the Building 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 land Articles of which Incorporation and Bylaws for the Premises form a part may be subjected to the condominium form of ownership prior to the end of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration Master Condominium association (the “Declaration”) and any other documents (together with the Declaration, 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 and any rules, regulations adopted pursuant to the Declaration or the Master Declaration are referred to herein as the "Condominium Documents”; "). Buyer shall have the condominium association and/or the board thereof, hereafter, the “Condominium”) which shall be recorded in order right 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 review the Condominium Documents do 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 respective 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, 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, then Seller shall, within ten (10) days after the date such notice of objection is given, either (i) resubmit such Condominium Documents with the appropriate revisions requested by Buyer duly made or (ii) provide notice to Buyer of its refusal to make any such change. In the event Seller fails to provide notice under subsection (ii) above, Seller will be deemed to have elected not increase to modify the obligations or liability or diminish Condominium Documents. In the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers event Buyer approves of the Condominium (Documents pursuant to this Section 4, Seller will provide Buyer with any proposed changes to the “Board”) shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory Condominium Documents for Buyer's approval. If Buyer does not approve the Condominium Documents or any changes to Tenantany previously approved Condominium Documents, confirming that, so long as Tenant is not in default of Buyer may terminate its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights under the Condominium Documents shall not result Agreement in termination of this Lease or otherwise interfere accordance with the rights, remedies and obligations of 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 such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to the foregoing, shall enter into an amendment of this Lease in such respects as shall be reasonably necessary to conform to such condominiumization, including, without limitation, appropriate adjustments to the Percentage and to real estate taxes payable during the Base Year; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment of this Lease, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to the contrary, in no event shall the total amount of Rent (or 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 have been payable by Tenant under this Lease if such condominiumization had not occurred)Section 22 below.

Condominium Documents. Tenant acknowledges that the Building and the land of which the Premises form a part may be subjected to the condominium form of ownership prior to the end (a) The filing of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the Condominium Declaration created a valid condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (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 under the laws of the City State. Borrower has delivered to Lender true, correct and County complete copies of San Franciscothe Condominium Documents, provided and there have not been amendments or modifications to the terms of the Condominium Documents. All Condominium Documents 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 Condominium Documents (if any) is assignable upon notice to, but without the consent of, any other party thereto, and, in the event that it is so assigned, it is further assignable upon notice to, but without the Declaration and need to obtain the consent of, any party thereto. (d) The Condominium Documents do not increase prohibit the obligations exercise of the remedies available to Lender, including acquisition of title to the Property through foreclosure, deed in lieu thereof or liability otherwise, without the requirement for consent of or diminish approval by the rights and remedies Condominium Association. (e) To the best of Tenant hereunder or reduce LandlordBorrower’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access toknowledge, the Premises (in any case beyond a de minimis extent) Condominium has been legally and provided further that as a condition thereto the Board of Managers of validly created pursuant to the Condominium Act and any rules promulgated pursuant thereto. (f) To the “Board”) shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to Tenantbest of Borrower’s knowledge, confirming that, so long as Tenant is not in default of its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights under the Condominium Documents shall are valid and enforceable and in full force and effect and there is no default thereunder, and Borrower has not result in termination (and to the best of this Lease or otherwise interfere 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 the rightspassage of time or the giving of notice, remedies and obligations or both, would constitute a default thereunder, or (iii) delivered to any other Person a notice of Tenant under this Lease. Tenant’s obligation to default or notice of any conditions which, with the passage of time or the giving of notice, or both would constitute a default thereunder. (g) Borrower shall comply with the Declaration terms of each Offering Plan and all applicable Legal Requirements and the requirements of any Governmental Authority having jurisdiction over the Property. (h) The Condominium Documents shall be subject Association is not a party to Tenant’s prior written consentany loan, which Tenant may withhold in its sole discretioncredit agreement or other arrangement for any extension of credit, if the same would increase the obligations whether funded or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or ▇▇▇▇▇▇’s use of, or access to, the Premises. If any such Declaration is to be recordedfunded. (i) Attached hereto as Schedule 3.1.39(i) is a list of all Residential Unit Agreements, Tenant, upon request true and complete copies of Landlord, but subject to the foregoing, shall enter into an amendment each of this 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 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 relating thereto. Notwithstanding anything herein to the contrary, in no event shall the total amount of Rent (or 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 have been payable by Tenant under this Lease if such condominiumization had not occurred)delivered to Lender.

Condominium Documents. Tenant acknowledges (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 Building Loan Documents. (b) Borrower shall not, without the prior written consent of Lender, in furtherance, and the land of which the Premises form a part may be subjected to the condominium form of ownership prior to the end not in limitation, of the Term of this Lease. Tenant agrees that ifprohibitions set forth in clause (a) above, at cast any time during 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 Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (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 lien of the City and County of San FranciscoMortgage or the security therefor, provided that the Declaration and the Condominium Documents do not where such vote or consent could increase the obligations or liability obligation or diminish the rights and remedies of Tenant hereunder Lender or reduce Landlord’s obligations hereunder where such vote or have an adverse impact upon consent could adversely affect the rights of Tenant hereunder or Tenant’s use ofProperty, or access towithout, in each instance, the Premises prior written consent of Lender. (c) Borrower shall 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 case beyond a de minimis extent) and provided respect, either orally or in writing, and, to the extent assignable, Borrower hereby assigns to Lender, as further that as a condition thereto security for the Board of Managers Loan, all of the Condominium (the “Board”) shall enter into a non-disturbance agreement with Tenant in form rights, privileges and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default prerogatives of its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights Borrower under the Condominium Documents shall not result in termination of this Lease to terminate, cancel, modify, change, supplement, alter or otherwise interfere with the rights, remedies and obligations of Tenant under this Lease. Tenant’s obligation to comply with the Declaration and amend the Condominium Documents Documents, and any such prohibited termination, cancellation, modification, change, supplement, alteration or amendment of any Condominium Document without the prior consent of Lender shall be subject to Tenant’s void and of no force and effect. (d) Borrower shall not, without the prior written consentconsent of Lender, which Tenant may withhold in its sole discretion, if the same would increase the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or ▇▇▇▇▇▇’s use of, or access to, the Premises. If any such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to the foregoingextent of Borrower’s ability, permit the Condominium Association, any officers of the Condominium Association or the managing agent of the Condominium Association to establish any material working capital or other reserves or undertaking with respect to any material capital expenditures. (e) Borrower shall enter into an amendment of this Lease in such respects as shall be reasonably necessary to conform to such condominiumization, includingnot, without limitationthe prior written consent of Lender, appropriate adjustments to the Percentage and extent of Borrower’s ability, permit the Condominium Association to real estate taxes payable during incur any indebtedness or to encumber the Base Year; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment of this Lease, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to the contrary, Condominium in no event shall the total amount of Rent (or 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 have been payable by Tenant under this Lease if such condominiumization had not occurred)connection therewith.

Condominium Documents. Tenant acknowledges that the Building and the land of which the Premises form a part may be subjected to the condominium form of ownership prior to the end Upon substantial completion of the Term of this Lease. Tenant agrees that if, at any time during the TermBuilding, the Building and the land Property shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (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 submitted 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 regime pursuant to the Condominium Documents do not increase the obligations or liability or diminish the rights to permit separate ownership and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers financing of the Condominium (Commercial/Garage Unit and the “Board”) Retail Unit, provided, however, that notwithstanding the submission of the Property to a condominium regime, Landlord shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default remain directly liable for the performance of all its obligations under this Lease. ▇▇▇▇▇▇ agrees to subordinate this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights under to the Condominium Documents shall not result and all future amendments and modifications thereto and enter into any instruments reasonably requested by Landlord in termination of this Lease or otherwise interfere connection with the rights, remedies foregoing so long as the same are not inconsistent with and obligations would not impair any of the rights of Tenant under this Lease. Tenant’s obligation As a condition to comply with such subordination, Landlord shall deliver to Tenant a Non-Disturbance Agreement from the Declaration and Board in the form of Exhibit P attached hereto (the “Board SNDA”). Tenant acknowledges that the Landlord shall establish the Condominium by recording the Condominium Documents shall be subject to Tenant’s prior written consent, which Tenant may withhold in its sole discretion, if with the same would increase Registry of Deeds upon substantial completion of 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 Building. ▇▇▇▇▇▇▇ further acknowledges that it has reviewed drafts of the Condominium Documents, which Landlord has provided to Tenant prior to the date hereof. Landlord shall have the right to make changes to such draft Condominium Documents as Landlord deems necessary or desirable in Landlord’s use ofsole discretion; provided, or access tohowever, that Tenant shall have the Premises. If right to approve any such Declaration is change (which approval shall not be unreasonably withheld, conditioned or delayed) that could reasonably be expected to be recorded, Tenant, upon request (i) materially and adversely affect any of Landlord, but subject to the foregoing, shall enter into an amendment of this Lease in such respects as shall be reasonably necessary to conform to such condominiumization, including, without limitation, appropriate adjustments to the Percentage and to real estate taxes payable during the Base Year; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment of this Lease, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to the contrary, in no event shall the total amount of Rent (or any portion thereof, including without any limitation Tax Expenses and Operating Expenses) payable by Tenant rights under this Lease (ii) increase due to such condominiumization (in comparison to the amount any of Rent (or any portion thereof) which would have been payable by Tenant Tenant’s obligations under this Lease. Further, (i) under no circumstances shall the Board have the right to terminate this Lease if or impose or assess any fines or penalties of any kind directly to Tenant, and (ii) in the event the Board fails to perform any of its obligations under the Condominium Documents and there is any material adverse effect on any of Tenant’s rights hereunder as a result thereof, Tenant shall have the right to require that Landlord use diligent efforts, at its sole cost and expense, to perform such condominiumization had not occurred)obligations as soon as possible.

Condominium Documents. Tenant acknowledges (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 all material respects with all of the terms, covenants and provisions of the Condominium Documents and shall not do, suffer or permit to be done any act, event or omission that may cause a default or breach under any of the Building Condominium Documents. Borrower shall promptly notify Lender of (i) any adjustments made to the percentage of any Common Expenses and (ii) the land imposition of which any special assessments levied or assessed under the Premises form a part Condominium Documents. Upon L▇▇▇▇▇’s request, Borrower shall provide Lender with copies of all statements issued by the Board for Common Expenses pursuant to 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 not then delinquent. (b) Borrower shall, or shall cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and conditions required to be performed and/or observed by any other party under each of the Condominium Documents. (c) Borrower shall comply, and shall cause its representatives on the applicable Board to comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as may be subjected necessary from time to time to preserve and maintain the condominium form of ownership prior to the end of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (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 law. (d) Borrower shall promptly send to Lender a copy of the City and County (A) any notice received or sent by Borrower alleging any default by Borrower under, or noncompliance with, any of San Francisco, provided that the Declaration and 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 (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 increase (and shall not, through its representatives on the obligations applicable Board, vote to) submit to a Governmental Authority or liability amend, modify, supplement, replace or diminish 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 of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in under any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers of the Condominium (the “Board”) shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to TenantDocuments, confirming provided that, so long as Tenant is to the extent that Lender shall consent thereto, any such amendment, supplement, replacement or other modification or waiver or release shall be made in accordance with any applicable Legal Requirements. (f) Without Lender’s prior consent, which shall not in default be unreasonably withheld, conditioned or delayed, Borrower shall not, and shall not permit any of its obligations under this Lease after notice and expiration of representatives on the applicable grace periodsBoard to, (i) make any foreclosure additions or improvements to the common elements of the unit Condominium, except as such additions or improvements are completed in accordance with this Agreement, (ii) except for Permitted Encumbrances, borrow or incur any indebtedness for borrowed money on behalf of the Condominium or any encumbrance of the Condominium in connection therewith, (iii) expend any insurance proceeds or condemnation awards for the repair or restoration of the Condominium and its common elements other than in accordance with this Agreement, or (iv) create any new units. (g) In addition to Lender’s other consent rights as specified in this Agreement, unless the following actions are required to effect a matter expressly required by Legal Requirements, Borrower shall not, and shall not permit any of its representatives on the applicable Board to, exercise any other material approval, consent or voting right to which it is entitled under the Premises Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an Individual Material Adverse Effect, in each case without obtaining L▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (h) Borrower shall take (and cause to be taken) all such actions and shall do (and cause to be done) all such things as are necessary under the Condominium Documents from time to time to cause Lender to be a part recognized mortgagee within the meaning of, and for all purposes under, the Condominium Documents (including, without limitation, serving a notice specifying the proper name and address of Lender to the applicable Board in accordance with the terms thereof). To the extent that any approval rights, consent rights or other rights or privileges are granted to the exercise holder of a recognized mortgagee under the Condominium Documents, then such approval rights, consent rights or other rights or privileges shall be deemed to be required by this Agreement. Borrower shall not assign (other than to Lender) or encumber (other than in favor of Lender as security for the Board of Obligations) any of its rights under the Condominium Documents Documents. (i) Upon the occurrence and during the continuance of an Event of Default by Borrower under any of the Condominium Documents, Lender may (but shall not result in termination of this Lease or otherwise interfere with the rightsbe obligated to), remedies and obligations of 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 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 same would increase 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 liability or diminish 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 remedies privileges which Borrower has under the Condominium Documents (including, without limitation, all voting rights) as though Lender were the owner of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact 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 and all of said rights of Tenant hereunder or and privileges. Borrower hereby irrevocably appoints L▇▇▇▇▇ as B▇▇▇▇▇▇▇’s use ofattorney-in-fact, or access to, 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 Premisesapplicable 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. If any such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to 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 enter into an amendment of this 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 Base Year; provided Landlord shall pay render Lender liable 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 relating theretoOperating 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 no event 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 total amount right to designate the replacement for such Board member. (m) Borrower shall not cause or permit any modification to the rights of Rent (Borrower or any portion thereofAffiliate as declarant under each of the Condominium Documents, including without and Borrower shall not exercise, or cause or permit any limitation Tax Expenses and Operating Expenses) payable by Tenant 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 this Lease increase due to such condominiumization (in comparison to any of the amount of Rent (or any portion thereof) which would have been payable by Tenant under this Lease if such condominiumization had not occurred)Condominium Documents.

Condominium Documents. Tenant acknowledges that (a) Borrower shall observe and perform each and every material term to be observed or performed by Borrower as the Building and owner of Condominium Property under the land of which the Premises form a part may be subjected to the condominium form of ownership prior to the end of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (the “Declaration”) and any other documents (together with the Declaration, collectively, the “Condominium Documents”; . (b) Subject to Borrower’s right to contest 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 same in accordance with applicable California law the express terms and the laws conditions hereof and of the City other Loan Documents and County of San Franciscothe Condominium Documents, provided that the Declaration and if any, Borrower shall promptly pay all Assessments imposed pursuant to the Condominium Documents do when the same become due and payable with respect to the Condominium Property. Borrower shall deliver to Lender, promptly upon request, evidence satisfactory to Lender that the Assessments have been so paid and are not increase delinquent with respect to the obligations or liability or diminish Condominium Property. (c) Lender shall have the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon privileges which Borrower has as though Lender were in fact the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers owner of the Condominium (Property, which rights and privileges shall include, without limitation, all voting rights accruing to Borrower under the “Board”) shall enter into a nonterms of the Condominium Documents. Upon the 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. Borrower hereby irrevocably appoints Lender as its attorney-disturbance agreement in-fact, coupled with Tenant in form an interest to vote as Borrower’s proxy and substance reasonably satisfactory to Tenant, confirming that, act with respect to all of said rights so long as Tenant is not in default such Event of its obligations under this Lease after notice and expiration of applicable grace periodsDefault continues hereunder. Notwithstanding anything contained herein to the contrary, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights under the Condominium Documents shall not result in termination of this Lease nothing contained herein or otherwise interfere with the rights, remedies shall render Lender liable for any Assessments. (d) The Trustee shall at all times be a financial institution or trust company having a long-term credit rating of not less than “A” or its equivalent by S&P and obligations of 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. (e) Borrower shall promptly deliver to Lender a true, complete and correct copy of all notices of default received by Borrower with respect to any obligation or access to, duty of Borrower under the Premises. If any such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to the foregoing, shall enter into an amendment of this Lease in such respects as shall be reasonably necessary to conform to such condominiumization, including, without limitation, appropriate adjustments to the Percentage and to real estate taxes payable during the Base Year; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment of this Lease, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to the contrary, in no event shall the total amount of Rent (or 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 have been payable by Tenant under this Lease if such condominiumization had not occurred)Condominium Documents.

Condominium Documents. Tenant a. The Purchaser hereby acknowledges having received and reviewed a copy of the Declarant's current Public Offering Statement for the Condominium Property, together with any and all attachments and exhibits thereto (as required by Section 3402, as amended of the PUCA). It is understood and agreed by the Purchaser that until the Building 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 Declaration (including the Plats and Plans) and the land Bylaws for the Condominium Property; provided, however, that if any such amendment materially adversely affects the rights of which the Premises form a part Purchaser, the Declarant must obtain the Purchaser's written consent thereto. The actual configuration of the Unit may be subjected differ from that shown in the Plats and Plans attached to the condominium form Public Offering Statement but, in such event, at Settlement, the Purchaser shall receive a revised set of ownership prior Plats and Plans showing the actual configuration of the Purchaser's Unit. Prior to the end recording of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (the “Declaration”) and any other documents (together with the Declaration, collectivelythe Declarant shall also have the right, acting alone to: i. change the “location, size and layout of all Units in the Condominium Documents”; Property other than the condominium association and/or Purchaser’s Unit ii. change the board thereoflocation of Common Elements to provide for access to other Units whose location, 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 Franciscosize or layout have been altered, provided that such changes do not impair access to the Unit; and, iii. change the Percentage Interests of other Units in the Condominium Property provided that such changes do not affect the Percentage Interest of the Purchaser's Unit. b. The Purchaser agrees to be bound by and comply with the terms and conditions of the Declaration and the Condominium Documents do not increase Bylaws of 44th & Summit Development, LLC from and after the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers completion of the Condominium (Settlement hereunder, which agreement shall survive such Settlement. The Purchaser and the “Board”) shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default Declarant agree that all of its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights under the Condominium Documents shall not result in termination of this Lease or otherwise interfere with the rights, remedies terms and obligations of Tenant under conditions, contained in the Public Offering Statement, including all attachments and exhibits thereto, are incorporated in this Lease. Tenant’s obligation to comply with the Declaration Agreement and the Condominium Documents shall be subject to Tenant’s prior written consent, which Tenant may withhold in its sole discretion, if Purchaser and the same would increase the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or ▇▇▇▇▇▇’s use of, or access to, the Premises. If any such Declaration is Declarant agree to be recorded, Tenant, upon request of Landlord, but subject to bound by the foregoing, shall enter into an amendment of this Lease in such respects as shall be reasonably necessary to conform to such condominiumization, including, without limitation, appropriate adjustments to the Percentage and to real estate taxes payable during the Base Year; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment of this Lease, such condominiumization and/or any documents relating thereto. Notwithstanding anything herein to the contrary, in no event shall the total amount of Rent (or 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 have been payable by Tenant under this Lease if such condominiumization had not occurred)provisions contained therein.

Condominium Documents. Tenant acknowledges (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 all material respects with all of the terms, covenants and provisions of the Condominium Documents and shall not permit Mortgage Borrower to do, suffer or permit to be done any act, event or omission that may cause a default or breach under any of the Building Condominium Documents. Borrower or Mortgage Borrower shall promptly notify Lender of (i) any adjustments made to the percentage of any Common Expenses and (ii) the land imposition of which any special assessments levied or assessed under the Premises form a part Condominium Documents. Upon L▇▇▇▇▇’s request, Borrower or Mortgage Borrower shall provide Lender with copies of all statements issued by the Board for Common Expenses pursuant to 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 not then delinquent. (b) Borrower shall cause Mortgage Borrower, or cause Mortgage Borrower to cause its representatives on the applicable Board to, enforce the performance and observance (or cause the same) of all the covenants, agreements and conditions required to be performed and/or observed by any other party under each of the Condominium Documents. (c) Borrower shall cause Mortgage Borrower to comply, and cause Mortgage Borrower to cause its representatives on the applicable Board to comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as may be subjected necessary from time to time to preserve and maintain the condominium form of ownership prior to the end of the Term of this Lease. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (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 law. (d) Borrower or Mortgage Borrower shall promptly send to Lender a copy of the City and County (A) any notice received or sent by Mortgage Borrower alleging any default by Mortgage Borrower under, or noncompliance with, any of San Francisco, provided that the Declaration and 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 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 increase permit Mortgage Borrower to (and shall not permit Mortgage Borrower to, through its representatives on the obligations applicable Board, vote to) submit to a Governmental Authority or liability amend, modify, supplement, replace or diminish 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 Tenant hereunder the Condominium Documents, provided that, to the extent that Lender shall consent thereto, any such amendment, supplement, replacement or reduce Landlordother modification or waiver or release shall be made in accordance with any applicable Legal Requirements. (f) Without Lender’s obligations hereunder prior consent, which shall not be unreasonably withheld, conditioned or have delayed, Borrower shall not permit Mortgage Borrower to, and shall not permit Mortgage Borrower to permit any of its representatives on the applicable Board to, (i) make any additions or improvements to the common elements of the Condominium, except as such additions or improvements are completed in accordance with this Agreement, (ii) except for Permitted Encumbrances, borrow or incur any indebtedness for borrowed money on behalf of the Condominium or any encumbrance of the Condominium in connection therewith, (iii) expend any insurance proceeds or condemnation awards for the repair or restoration of the Condominium and its common elements other than in accordance with this Agreement, or (iv) create any new units. (g) In addition to L▇▇▇▇▇’s other consent rights as specified in this Agreement, unless the following actions are required to effect a matter expressly required by Legal Requirements, Borrower shall not permit Mortgage Borrower to, and shall not permit Mortgage Borrower to permit any of its representatives on the applicable Board to, exercise any other material approval, consent or voting right to which it is entitled under the Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an adverse impact upon Individual Material Adverse Effect, in each case without obtaining L▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (h) Borrower shall cause Mortgage Borrower to take (and cause to be taken) all such actions and shall cause Mortgage Borrower to do (and cause to be done) all such things as are necessary under the Condominium Documents from time to time to cause Lender to be a recognized mortgagee within the meaning of, and for all purposes under, the Condominium Documents (including, without limitation, serving a notice specifying the proper name and address of Lender to the applicable Board in accordance with the terms thereof), subject to the rights of Tenant hereunder Mortgage Administrative Agent under the Mortgage Loan Documents. To the extent that any approval rights, consent rights or Tenant’s use of, other rights or access to, privileges are granted to the Premises (in any case beyond holder of a de minimis extent) and provided further that as a condition thereto the Board of Managers of recognized mortgagee under the Condominium Documents, subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents, then such approval rights, consent rights or other rights or privileges shall be deemed to be required by this Agreement. Borrower shall not permit Mortgage Borrower to assign (the “Board”other than to Mortgage Administrative Agent) shall enter into a non-disturbance agreement with Tenant or encumber (other than in form and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default favor of its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of Mortgage Administrative Agent) any of its rights under the Condominium Documents Documents. (i) Upon the occurrence and during the continuance of an Event of Default by Mortgage Borrower under any of the Condominium Documents, subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents, Lender may (but shall not result in termination of this Lease or otherwise interfere with the rightsbe obligated to), remedies and obligations of 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 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 same would increase Default Rate from the date expended to the date repaid in full. The provisions of this Section 4.28(i) are in addition to any cure rights or other rights or remedies granted to Lender under the Condominium Documents, the Loan Documents or otherwise, in each case, subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents. (j) Borrower acknowledges and agrees that no release or forbearance of any of Mortgage Borrower’s obligations under any of the Condominium Documents or liability or diminish otherwise shall release Borrower from any of its obligations under this Agreement, including without limitation its obligations to cause Mortgage Borrower to pay all operating expenses, including, without limitation, the 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 Mortgage Borrower. (k) Subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents, Lender shall have the rights and remedies privileges which Mortgage Borrower has under the Condominium Documents (including, without limitation, all voting rights) as though Lender were the owner of Tenant hereunder or reduce Landlord’s obligations hereunder or have the Individual Property, but only upon the occurrence and during the continuance of an adverse impact upon Event of Default, Lender may vote in place of Mortgage Borrower and may exercise any and all of said rights and privileges. Subject to the rights of Tenant hereunder or Mortgage Administrative Agent under the Mortgage Loan Documents, Borrower hereby irrevocably appoints L▇▇▇▇▇ as B▇▇▇▇▇▇▇’s use ofattorney-in-fact, or access to, 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 Premisesapplicable 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. If any such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to 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 enter into an amendment of this 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 Base Year; provided Landlord shall pay render Lender liable 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 relating theretoOperating 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 no event connection with the foreclosure of the Pledge Agreement, Borrower shall deliver to Lender an Irrevocable Proxy and Conditional Resignation to be held in escrow by Lender and submitted (at Lender’s option) upon the total amount occurrence and continuance of Rent an Event of Default. Upon the occurrence and continuance of an Event of Default, subject to the rights of Mortgage Administrative Agent under the Mortgage Loan Documents, L▇▇▇▇▇ has the right remove any Board member appointed by B▇▇▇▇▇▇▇, and Lender shall have the right to designate the replacement for such Board member. (m) Borrower shall not permit Mortgage Borrower to cause or permit any modification to the rights of Mortgage Borrower or any portion thereofAffiliate as declarant under each of the Condominium Documents, including without and Borrower shall not permit Mortgage Borrower to exercise, or cause or permit any limitation Tax Expenses and Operating Expenses) payable by Tenant 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 this Lease increase due to such condominiumization (in comparison to any of the amount of Rent (or any portion thereof) which would have been payable by Tenant under this Lease if such condominiumization had not occurred)Condominium Documents.

Condominium Documents. This Lease is subject and subordinate to all of the terms, covenants, conditions and restrictions contained in the Condominium Documents, in the form as they exist on the date of this Lease, which Condominium Documents, in the final form presented to Tenant, have been accepted by Tenant acknowledges that the Building and the land of which the Premises form a part may be subjected to the condominium form of ownership prior to the end of the Term of this Leasedate hereof. Tenant agrees that if, at any time during the Term, the Building and the land shall be subjected to the condominium form of ownership, then, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration (the “Declaration”) and any other documents (together comply 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 terms and the land conditions of which the Premises form a part to a condominium form of ownership in accordance with applicable California law and the laws of the City and County of San Francisco, provided that the Declaration and the Condominium Documents do not increase the obligations or liability or diminish the rights and remedies of Tenant hereunder or reduce Landlord’s obligations hereunder or have an adverse impact upon the rights of Tenant hereunder or Tenant’s use of, or access to, the Premises (in any case beyond a de minimis extent) and provided further that as a condition thereto the Board of Managers of the Condominium (the “Board”) shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to Tenant, confirming that, so long as Tenant is not in default of its obligations under this Lease after notice and expiration of applicable grace periods, any foreclosure of the unit of which the Premises are a part or the exercise by the Board of any of its rights under the Condominium Documents shall not result in termination of this Lease or otherwise interfere with the rights, remedies and obligations of Tenant under this Lease. Tenant’s obligation to comply with 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 such Declaration is to be recorded, Tenant, upon request of Landlord, but subject to the foregoing, shall enter into an amendment of this Lease in such respects as shall be reasonably necessary extent same affect and relate to conform to such condominiumizationthe Demised Premises, including, without limitation, appropriate adjustments payment of all charges and assessments levied or imposed upon Landlord or the Demised Premises pursuant thereto that accrue during and are related to periods falling within the Percentage Term, except as otherwise set forth in this Lease regarding the allocation between Landlord and to real estate taxes payable during Tenant for capital items and capital expenditure items, or any other provision, of this Lease and except for the Base Yearportion of any charges or assessments for the Amenities or Amenities Space (each as defined in the Master Deed), all of which excepted items shall be paid for by Landlord; provided Landlord shall pay for all costs incurred by Tenant (including without limitation Tenant’s reasonable attorneys’ fees) relating to such amendment provided, however, in the event of any conflict between the terms, covenants, conditions and restrictions contained in the Condominium Documents and the express provisions of this Lease, such condominiumization and/or any documents relating theretothen, as between Landlord and Tenant, the provisions of this Lease shall govern and control. Notwithstanding anything herein that Landlord is responsible for payment of charges or assessments attributable to the contraryAmenities 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 event 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 total amount Master Deed, the By-Laws and the Rules and Regulations (including any proposed Site Plan Amendment, Execution of Rent 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 exercise any of its rights and powers in a manner that is consistent with this Lease, and 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 owner of another Unit, or any other party, or lease or license to any occupant or user of any another Unit, or otherwise authorize or permit the use of any part of the Demised Premises or all or 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 of the Limited Common Elements appurtenant to the amount of Rent (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 portion thereof) which would have been payable by 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 under this Lease if such condominiumization had not occurred).from the Association in the form attached hereto as Exhibit L.