Common use of Condominium Clause in Contracts

Condominium. Borrower covenants and agrees as follows: (i) Borrower shall pay all common charges and other assessments as required by the Condominium Documents in respect of the Property and shall promptly, following demand, exhibit to Lender proof of all such payments; (ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents. (iii) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. Borrower covenants and agrees as follows: (ia) Borrower shall pay all common charges and other assessments as required by the Condominium Documents in respect of the Property and shall promptly, following demand, exhibit to Lender proof of all such payments; (ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents. (iii) Borrower shall fully promptly and faithfully observemake all payments required under, keep and performpromptly and faithfully observe and perform all other terms, in all material respects, each covenants and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents conditions on the part of Borrower to be observedobserved and performed under (i) the Declaration; (ii) the by-laws of the Condominium; (iii) the rules and regulations promulgated by the Condominium Board or other executive body of the Condominium from time to time; and (iv) all other documents (A) creating the Unit, kept (B) related, in any material respect, to the condominium characteristics of ownership of the Unit, to the ownership rights of Borrower in and performed. to the Unit or to the relationship among owners of units in the Condominium, or governing the Unit, as the same may be amended (collectively, the “Condominium Documents”). (b) Borrower shall pay in respect of the Unit on or before the expiration of any applicable grace or cure period all common expenses, charges and assessments, special or general, and other items for the payment of which Borrower is or may hereafter be responsible under the terms of the Condominium Documents (collectively, “Condominium Charges”). (c) Lender shall have the right, at reasonable times and upon reasonable notice, to inspect the records of the Condominium as provided in the Condominium Documents until such time as the Indebtedness is paid in full. (d) Borrower will take all commercially reasonable action to obtain as promptly deliver as possible, and forthwith upon receipt furnish to Lender the Lender, upon Lender’s request, a true and correct copy of: (i) each notice of any meeting of the association of owners of the Condominium; (ii) the minutes of any such meeting; (iii) any statement of financial condition of said association, audited or otherwise, furnished to or available to an owner; (iv) any statement showing the allocation of expenses and any other assessments against the owners; (v) any statements issued to Borrower calling for payment of expenses other than the regular monthly maintenance statements; and (vi) any notice of default received given to Borrower in respect of the observance of the Condominium Documents, or any of them. (e) In the event that Lender (or its nominee) shall acquire title to the Unit through the exercise of its rights and remedies under the Security Instrument or by way of a deed in lieu thereof, then Borrower hereby acknowledges and agrees that, subject to the provisions of the Condominium Documents, Lender (or its nominee) shall be solely entitled to remove any Condominium Board members appointed by Borrower with respect representing the Unit and/or to designate replacement or substitute Condominium Board members representing the Unit. (f) Borrower has delivered to Lender the executed Proxy on the date hereof. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right to exercise the power of attorney granted pursuant to the Proxy and exercise all rights, powers and remedies of Borrower as owner of the Unit pursuant to the Condominium Documents. The rights granted to Lender under the Proxy shall automatically terminate upon the payment of the Loan in full. (g) Without the prior written consent of Lender (not to be unreasonably withheld), Borrower shall not vote as to any obligation of Borrower the following matters upon which Borrower, as an “owner” under the provisions of the Condominium Documents, would or might be authorized to vote, any such vote without such consent being void and of no effect: (i) any subdivision of the Unit not otherwise permitted by the Declaration which would result in a partition of all or a part of the Property subject to the Declaration or have a material adverse effect on (A) the value of the Property, (B) the business operations or financial condition of Borrower, or (C) the ability of Borrower to repay the principal and interest on the Loan as it becomes due; (ii) the nature and amount of any insurance covering all or a part of the Condominium and the disposition of any proceeds thereof relating to the Property; the manner in which any condemnation or threat of condemnation of all or a part of the Condominium (but only to the extent directly relating to the Property) shall be defended or settled and the disposition of any award or settlement in connection therewith; (iii) any amendment to the Condominium Documents or which by its terms requires the Texas consent of Lender and any removal of the Condominium from the provisions of the Condominium Act; (iv) subject to the obligations of the Borrower under the Condominium Documents, the creation of, or any change in, any private restrictive covenant, zoning ordinance, or other public or private restrictions, now or hereafter limiting or defining the uses which may be made of the Condominium or any part thereof; or (v) any relocation of the boundaries of the Units that would adversely affect the Unit. Borrower shall not, and shall not cause the Condominium to take any action inconsistent with the terms and conditions of this Agreement, the Security Instrument or any other Loan Document which would have a material adverse effect on (A) the value of the Property, (B) the business operations or financial condition of Borrower, or (C) the ability of Borrower to repay the principal and interest on the Loan as it becomes due.

Condominium. (a) Borrower covenants has provided Administrative Agent with true, correct and complete copies of the Condominium Documents. (b) Borrower agrees as followsthat: (i) Borrower shall pay not, without Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided (x) no Event of Default exists and (y) such amendment or modification complies with all common charges and other assessments as required by Condominium Laws, cause or permit Mortgage Borrower to amend, modify or supplement, or consent to or suffer the amendment, modification or supplementation of any of the Condominium Documents (except with respect to (1) price change amendments to the Offering Plan increasing the Schedule A—Purchase Prices (each a “Price Change Amendment”) as provided in respect Article 16 hereof, (2) annual update amendments required under Attorney General regulations to extend the term of the Property Offering Plan, and (3) the proposed eighth (8th) amendment thereto in the form attached hereto as Exhibit L and otherwise reasonably acceptable to Administrative Agent). Borrower shall promptlynot cause or permit Mortgage Borrower to consent to the merger of the Condominium with any other condominium without Administrative Agent’s prior written consent, which may be withheld in its sole and absolute discretion. Administrative Agent shall endeavor to respond to each request by Borrower for Administrative Agent’s approval of an amendment to the Condominium Documents within twenty (20) Business Days following demand, exhibit Administrative Agent’s receipt of such request and all required documents and information relating to Lender proof such request. If Administrative Agent does not notify Borrower of its approval or disapproval of a proposed amendment to the Condominium Documents within twenty (20) Business Days after request by Borrower and submission by Borrower of all information needed by Administrative Agent to evaluate said request, then Borrower may deliver a second request, which request shall state on the top of the first page in bold lettering “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE MEZZANINE LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND ADMINISTRATIVE AGENT.” If Administrative Agent does not notify Borrower of its approval or disapproval of the proposed amendment to the Condominium Documents within ten (10) Business Days after such paymentssecond request, then as long as no Event of Default or Potential Event of Default exists, the same shall be deemed approved; (ii) Borrower will cause Mortgage Borrower to pay, or cause Mortgage Borrower to cause to be paid, all assessments for common charges and expenses made against the Mortgaged Property owned by Mortgage Borrower pursuant to the Condominium Documents as the same shall become due and payable; (iii) Borrower will cause Mortgage Borrower to comply in all material respects with all of the terms, covenants and conditions on Mortgage Borrower’s part to be complied with, pursuant to the Condominium Documents and any rules and regulations that may be adopted for the Condominium, as the same shall be in force and effect from time to time; (iv) Borrower will cause Mortgage Borrower, or cause Mortgage Borrower to cause Mortgage Borrower’s designated members of the Condominium Board of Managers, to take all actions as may be reasonably necessary from time to time to preserve and maintain the Condominium in accordance with the Condominium Laws; (v) Borrower will not, unless directed otherwise in writing by Lender, without first obtaining Lender's the prior written consentconsent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), (a) vote for, consent to cause or permit Mortgage Borrower to occur take (and, subject to the rights of Mortgage Lender under the Mortgage Loan Documents, hereby assigns to Administrative Agent (for the benefit of Lender) any modification ofright it may have to take) any action to terminate the Condominium, amendment towithdraw the Condominium from the Condominium Laws, or relaxation in cause a partition of the enforcement ofCondominium to be so withdrawn; (vi) it shall be an Event of Default if (A) pursuant to any judgment, decision, order, rule or regulation of either a court of competent jurisdiction or a governmental agency with jurisdiction over the Premises and following the expiration of all applicable appeal periods, any material provision of the Condominium Documents is held to be invalid and such invalidity shall materially and adversely affect the lien of the Pledge Agreement or Administrative Agent’s or Lender’s other security interests under the Loan Documents; provided, howeveror (B) the Condominium shall become subject to any action for partition by any Unit Owner and said action has not been dismissed within ninety (90) days after commencement thereof, Lender's approval or (C) the Condominium is withdrawn from the condominium regime established under the Condominium Laws; (vii) Borrower will not, without Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed so long as no Event of Default exists, cause or permit Mortgage Borrower to exercise any right it may have to vote for (A) any additions or improvements to the common elements of the Condominium that are not included in the Condominium Plans or otherwise disclosed in the Offering Plan, except as such additions or improvements may be required by Legal Requirements, (B) any borrowing on behalf of the Condominium or (C) the expenditure of any insurance proceeds or condemnation awards for amendments the repair or restoration of the Improvements (unless Borrower or Mortgage Borrower is entitled to utilize such insurance proceeds in accordance with Section 5.2(d) of the Mortgage Loan Agreement); (viii) Except as may be otherwise provided in the Offering Plan, in the Declaration or as may be required by the Condominium Laws, Borrower shall cause Mortgage Borrower to control the Condominium Board of Managers and the Condominium Association formed by the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; at least until such time as more than fifty percent (b50%) in the event of damage to or destruction of the PropertyResidential Units have been sold in accordance with this Agreement and the Mortgage Loan Agreement; (ix) For so long as Mortgage Borrower controls the Condominium Board of Managers, vote Borrower will cause Mortgage Borrower, in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit accordance with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to Mortgage Borrower’s rights under the Condominium Documents. (iii) Borrower shall fully and faithfully observe, keep and perform, to cause the Condominium Board of Managers to maintain insurance on the Condominium in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and accordance with the Condominium Documents on and this Agreement; and (x) For so long as Mortgage Borrower controls the part Condominium Board of Borrower to be observedManagers, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower cause Mortgage Borrower, in accordance with respect to any obligation of Borrower Mortgage Borrower’s rights under the provisions of Condominium Documents, shall cause the Condominium Documents or Board of Managers to enforce the Texas Condominium ActManagement Agreement.

Condominium. Borrower covenants If the Lands are or hereafter become subject to a condominium plan duly created pursuant to the provisions of the Condominium Property Act of Alberta (which, as amended from time to time, together with any legislation substituted therefor is herein collectively called "the Act"), then: (a) the Mortgagor fully and agrees as followsabsolutely assigns, transfers and sets over to the Mortgagee all of the Mortgagor's voting rights now existing or which may hereafter come into existence with respect to the Lands and with respect to the Condominium Corporation of which the Mortgagor is a member by virtue of the Mortgagor's ownership of the condominium unit or units being charged by this mortgage (the "Condominium Corporation"), whether such voting rights arise under the Act, under the By-laws of the Condominium Corporation, under any agreement with the Condominium Corporation, or otherwise howsoever. The Mortgagor will execute any documentation which in the sole opinion of the Mortgagee is necessary or advisable to give full effect to the foregoing. Provided however, that if the Mortgagee is not present in person or by proxy, or, if present, does not wish to vote, then the Mortgagor may without further authority exercise all voting rights other than the right to vote on any matter requiring a unanimous resolution. Provided further that the Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of the Mortgagor; (b) notwithstanding anything to the contrary herein contained: (i) Borrower shall pay all common charges the Mortgagor will observe and other assessments as perform every covenant and provision required by to be performed under or pursuant to the terms of this mortgage, the Act, the Bylaws of the Condominium Documents Corporation in respect of effect from time to time, and under any agreement between the Property Mortgagor and shall promptlythe Condominium Corporation, following demand, exhibit to Lender proof of all such payments;and (ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in limiting the enforcement of, any material provision generality of the Condominium Documents; providedpreceding subparagraph, howeverthe Mortgagor will pay promptly when due all assessments, Lender's approval shall not be required for amendments instalments or payments owing by it to the Condominium Documents containing disclosures or other provisions required to be made by Legal RequirementsCorporation; (b) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; and (c) partition where the Mortgagor defaults in the Mortgagor's obligations to contribute to the common expenses assessed or subdivide levied by the Condominium Corporation or any Condominium Unitauthorized agent on its behalf, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; assessment, instalment or (e) vote in favor of the imposition of special assessments for capital improvements pursuant payment owing to the Condominium Documents. (iii) Borrower shall fully and faithfully observeCorporation, keep and performor upon breach of any covenant or provision contained in this section, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and then regardless of any other action or proceeding taken or to be taken by the Condominium Documents on Corporation, the part of Borrower Mortgagee, at its option and without notice to be observed, kept and performed. Borrower shall promptly deliver the Mortgagor may pay such contribution owing to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents Corporation or rectify any such default or breach by the Texas Condominium ActMortgagor.

Condominium. Borrower covenants and agrees as follows: (i) Borrower shall pay all common charges In the event that either Brown properly exercises its option to purchase or right of first offer under the Brown Lease, or the Tenant properly exercises its option to purchase or right of first offer under this Lease, and either of such parties enter into a binding purchase and sale agreement, the Project will be subjected to a two-unit (each a “Unit”) condominium regime having the premises then leased by ▇▇▇▇▇ as one Unit (the “Brown Unit”) and the Premises then leased by the Tenant (including, any Additional Space, if any, leased in connection with the Additional Space ROFR) as a second Unit (collectively, the “Tenant Unit”). Within forty-five (45) days after the exercise by Tenant or Brown of the Tenant Unit Purchase Option, Landlord will submit to Brown and Tenant (i) a proposed set of condominium documents with the aforesaid two-unit condominium and with each unit having equal voting rights in the condominium association, including a Declaration of Condominium, Plats and Plans and such other assessments documents as are required by to subject the Project to the “Rhode Island Condominium Act”, R.I. Gen. Laws Chapter 34-36.1 (collectively the “Condominium Documents”), (ii) a proposed long term parking lease between the Parking Garage Operator and the “Condominium Association” under the Condominium Documents in respect (the “Condo Parking Lease”) and (iii) a Notice of the Property Condo Parking Lease in recordable form. Such Condominium Documents, Condo Parking Lease and Notice of the Condo Parking Lease shall promptlybe subject to the approval of the Tenant and Brown, following demand, exhibit to Lender proof each of all such payments;which approvals will not be unreasonably withheld or delayed. (ii) Borrower shall notIn the event that, unless directed otherwise either Brown or Tenant has exercised its option to purchase or right of first offer, in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in connection with the enforcement of, any material provision sale of the first Unit to be sold, the approved Condominium Documents; provided, however, Lender's approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b) in approved Condo Parking Lease and the event of damage to or destruction approved Notice of the PropertyCondo Parking Lease shall be executed and (where appropriate) recorded with the City of Providence Land Evidence Records. In such event, vote in opposition the Landlord shall cause all Mortgagees and other required parties to a motion recognize the Tenant’s Options and to repairtake such steps, restore or rebuild, unless including without limitation the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide subordination of any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant mortgage to the Condominium Documents, as may be reasonably necessary to effectuate the exercise of such Options. Notwithstanding anything to the contrary contained in this Lease, the Tenant’s Options to purchase shall not expire if the Project is foreclosed upon by any Mortgagee. (iii) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. (a) Upon ▇▇▇▇▇▇’s written request, Condominium Borrower shall provide Lender with copies of all statements issued by the Condominium Board for Assessments (if any) pursuant to the Condominium Documents promptly after Condominium Borrower’s receipt thereof. Condominium Borrower shall pay prior to delinquency all Assessments imposed pursuant to the Condominium Documents (if any) when the same become due and payable with respect to the Condominium Unit. Condominium Borrower will deliver to Lender, promptly upon ▇▇▇▇▇▇’s request, evidence reasonably satisfactory to Lender that such Assessments have been so paid or are not then delinquent. (b) Condominium Borrower shall, and shall vote to cause the Condominium Members appointed by Condominium Borrower to, observe and perform in all material respects each and every term to be observed or performed by them pursuant to the Condominium Documents to the extent the failure to observe and perform any of the foregoing could reasonably be expected to have an Individual Material Adverse Effect, and comply in all material respects with any and all rules and regulations that may be adopted for the Condominium, as the same shall be in full force and effect from time to time to the extent the failure to comply with any of the foregoing could reasonably be expected to have an Individual Material Adverse Effect. (c) Condominium Borrower shall, and shall vote to cause the Condominium Members appointed by Condominium Borrower to, use commercially reasonable efforts to enforce the performance and observance of all of the covenants and agrees agreements (other than those of a de minimis nature) required to be performed and/or observed under the Condominium Documents, to the extent Condominium Borrower or its Condominium Members has the legal right to do so. (d) Condominium Borrower shall comply, and shall cause the Condominium Members appointed by Condominium Borrower to vote to comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as follows:may be necessary from time to time to preserve and maintain the Condominium in accordance with applicable law, to the extent Condominium Borrower or its Condominium Members has the legal right to do so. (e) Without the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed, Condominium Borrower shall not, and shall not cause the Condominium Members appointed by Condominium Borrower to, vote to (i) modify or amend any of the terms or provisions of the Condominium Documents in any material manner to the extent such modification or amendment could reasonably be expected to have an Individual Material Adverse Effect, (ii) subdivide the Condominium Unit, combine the Condominium Unit or otherwise reposition the Condominium Unit or Common Elements pursuant to the Condominium Documents or (iii) terminate the Condominium or the Condominium Documents (or permit any deemed approval provisions in the Condominium Documents with respect to any termination of the condominium regime to take effect), withdraw from a condominium regime, or partition, subdivide or expand the Condominium (and Condominium Borrower hereby collaterally assigns to Lender any right it may have to do any of the foregoing; it being agreed that Lender shall not exercise such voting right unless and until an Event of Default is then continuing). (f) Borrower shall promptly deliver to Lender copies of any written notices of default received by Borrower under the Condominium Documents. Condominium Borrower shall deliver to Lender each annual budget of the Condominium (if any) promptly upon the finalization thereof and receipt thereof by Condominium Borrower. (g) In addition to ▇▇▇▇▇▇’s other consent rights as specified in this Agreement, unless the following actions are required to effect a matter expressly required by Legal Requirements, Condominium Borrower shall not, and shall not permit any Condominium Members appointed by Condominium Borrower to, exercise any other material approval, consent or voting right to which it is entitled under the Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an Individual Material Adverse Effect, in each case, without obtaining ▇▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (h) On the Closing Date with respect to the then-existing Condominium Members appointed by Condominium Borrower, and during the term of the Loan with respect to any new Condominium Members appointed by Condominium Borrower, Condominium Borrower shall obtain resignation letters from each such Condominium Member, to be held in escrow by ▇▇▇▇▇▇ and submitted (at ▇▇▇▇▇▇’s option) upon the occurrence and continuance of an Event of Default. Upon the occurrence and continuance of an Event of Default, ▇▇▇▇▇▇ has the right remove any Condominium Member appointed by Condominium Borrower, and Lender shall have the right to designate the replacement for such Condominium Member. (i) Borrower shall pay all common charges and other assessments as required by Subject to the provisions of the Condominium Documents in respect of the Property and shall promptlyapplicable law, following demandthe occurrence and during the continuance of an Event of Default, exhibit to Lender proof shall have the rights and privileges which Condominium Borrower has under the Condominium Documents as though Lender were in fact the owner of all such payments; (ii) Borrower Condominium Borrower’s interest in the Condominium Unit, which rights and privileges shall not, unless directed otherwise in writing by Lenderinclude, without first obtaining Lender's prior written consentlimitation, (a) vote for, consent all voting rights accruing to or permit to occur any modification of, amendment to, or relaxation in Condominium Borrower under the enforcement of, any material provision terms of the Condominium Documents; provided. Upon the occurrence and continuance of an Event of Default, howeverLender may vote in place of Condominium Borrower and may exercise any and all of said rights. Condominium Borrower hereby irrevocably appoints ▇▇▇▇▇▇ as its attorney-in-fact, Lender's approval shall not be required for amendments coupled with an interest, to vote as Condominium Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder. Written notice from Lender to the Condominium Documents containing disclosures or other provisions required Board shall be deemed conclusive as to be the existence of such Event of Default and as to ▇▇▇▇▇▇’s rights and privileges hereunder. (j) Condominium Borrower shall promptly notify Lender of (i) except for normal annual increases under the Condominium Documents, any material adjustments made to the amount of Assessments levied by Legal Requirements; (b) in the event of damage to or destruction of Condominium Board due under the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium UnitDocuments, or combine any Condominium Unit with another Condominium Unit; (dii) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments any additional material Assessments by the Condominium Board under the Condominium Documents, in each case to the extent not included in the Approved Annual Budget. (k) Not more than once per year unless an Event of Default has occurred and is continuing, Condominium Borrower shall use commercially reasonable efforts to deliver to Lender, within fifteen (15) Business Days of request, estoppel certificates from each party under any Condominium Document in form and substance reasonably acceptable to Lender. (l) Borrower shall promptly notify Lender of (i) except for capital improvements pursuant normal annual increases under the Condominium Documents, any adjustments made to the amount of Assessments levied by the Condominium Board due under the Condominium Documents, or (ii) the imposition of any additional Assessments by the Condominium Board under the Condominium Documents. (iiim) Not more than once per year unless an Event of Default has occurred and is continuing, Borrower shall fully use commercially reasonable efforts to deliver to Lender, within fifteen (15) Business Days of request, estoppel certificates from each party under any Condominium Document in form and faithfully observesubstance reasonably acceptable to Lender. Notwithstanding anything to the contrary set forth herein, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions it shall not be a Default or Event of Default under the Texas Condominium Act and Loan Documents to the extent there is a breach or other default under the Condominium Documents on if such breach or default is caused by the part acts or omissions of Tenant, so long as Borrower is complying with its obligations to enforce such Tenant’s Lease pursuant to Section 5.1.20 of this Agreement and such breach or default by Tenant would not be observedreasonably likely to (and does not in fact) result in an Individual Material Adverse Effect, kept and performed. Borrower shall promptly deliver to Lender a copy of including without limitation, any notice of default received by Borrower with respect to any obligation of Borrower under the provisions termination of the Condominium Documents or the Texas Condominium ActDocuments.

Condominium. Borrower covenants and agrees as follows: (ia) Borrower shall pay all common charges and other assessments as required by the Condominium Documents in respect of the applicable Property and shall promptly, following demand, exhibit to Lender proof of receipts for all such payments; (iib) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's ’s prior written consent, (a1) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's ’s approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b2) in the event of damage to or destruction of the applicable Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full as a pursuant to Section 5.16; (c3) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d4) consent to the termination of a the Condominium; or (e5) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents.; and (iiic) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. Borrower covenants If the Lands are or hereafter become subject to a condominium plan duly created pursuant to the provisions of the Condominium Property Act of Alberta (which, as amended from time to time, together with any legislation substituted therefor is herein collectively called "the Act"), then: the Mortgagor fully and agrees as followsabsolutely assigns, transfers and sets over to the Mortgagee all of the Mortgagor's voting rights now existing or which may hereafter come into existence with respect to the Lands and with respect to the Condominium Corporation of which the Mortgagor is a member by virtue of the Mortgagor's ownership of the condominium unit or units being charged by this mortgage (the "Condominium Corporation"), whether such voting rights arise under the Act, under the By-laws of the Condominium Corporation, under any agreement with the Condominium Corporation, or otherwise howsoever. The Mortgagor will execute any documentation which in the sole opinion of the Mortgagee is necessary or advisable to give full effect to the foregoing. Provided however, that if the Mortgagee is not present in person or by proxy, or, if present, does not wish to vote, then the Mortgagor may without further authority exercise all voting rights other than the right to vote on any matter requiring a unanimous resolution. Provided further that the Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of the Mortgagor; notwithstanding anything to the contrary herein contained: (i) Borrower shall the Mortgagor will observe and perform every covenant and provision required to be performed under or pursuant to the terms of this mortgage, the Act, the Bylaws of the Condominium Corporation in effect from time to time, and under any agreement between the Mortgagor and the Condominium Corporation, and without limiting the generality of the preceding subparagraph, the Mortgagor will pay promptly when due all assessments, instalments or payments owing by it to the Condominium Corporation; and where the Mortgagor defaults in the Mortgagor's obligations to contribute to the common charges and other assessments as required expenses assessed or levied by the Condominium Documents in respect of the Property and shall promptly, following demand, exhibit to Lender proof of all such payments; (ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to Corporation or permit to occur any modification of, amendment toauthorized agent on its behalf, or relaxation in the enforcement ofany assessment, any material provision of the Condominium Documents; provided, however, Lender's approval shall not be required for amendments instalment or payment owing to the Condominium Documents containing disclosures Corporation, or upon breach of any covenant or provision contained in this section, then regardless of any other provisions required action or proceeding taken or to be made taken by Legal Requirements; (b) in the event of damage to or destruction of Condominium Corporation, the PropertyMortgagee, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent at its option and without notice to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant Mortgagor may pay such contribution owing to the Condominium DocumentsCorporation or rectify any such default or breach by the Mortgagor. (iii) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. From and after the consummation of a Condominium Conversion, Borrower covenants and agrees as followsshall cause the Mortgage Borrower to comply with each of the following: (ia) Borrower shall cause Mortgage Borrower to pay all common charges and other assessments as required by the Condominium Documents in respect of the remaining Property and shall promptly, following demand, exhibit to Lender proof of receipts for all such payments; (iib) Borrower shall notnot permit Mortgage Borrower to, unless directed otherwise in writing by Lender, without first obtaining Lender's ’s prior written consent, not to be unreasonably withheld, (ai) vote for, consent to or permit to occur any modification of, or amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's ’s approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (bii) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.165.16 or Mortgage Borrower is obligated to apply Loss Proceeds toward the repayment of the Loan pursuant to Section 5.16(d) of the Mortgage Loan Agreement; (ciii) partition or subdivide any Condominium UnitUnits, or combine any Condominium Unit with another Condominium Unit; (div) consent to the termination of a the Condominium; or (ev) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium DocumentsDocuments unless such capital improvements are otherwise permissible or approved hereunder. (iiic) Borrower shall cause Mortgage Borrower to fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Mortgage Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. Borrower covenants and agrees as followsWith respect to the Condominium: (ia) Borrower shall pay The Condominium has been legally and validly created pursuant to all common charges Legal Requirements and other assessments as required by the Condominium Documents. To Condominium Borrower’s knowledge, the Condominium Documents are valid and enforceable and in respect full force and effect and there currently exists no default or event of default, after the expiration of all applicable notice or cure periods thereunder by Condominium Borrower or by any other party thereto. To Condominium Borrower’s knowledge, none of the Property and shall promptlyCondominium Documents have been modified, following demand, exhibit amended or supplemented. Condominium Borrower has delivered to Lender proof a true, complete and correct copy of all such payments; (ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision each of the Condominium Documents; provided, however, Lender's approval shall not be . No consent under the Condominium Documents is required for amendments Condominium Borrower to mortgage the Unit other than those that have been obtained as of the Closing Date. (b) To Condominium Borrower’s knowledge, all Assessments (if any) due and payable by Condominium Borrower pursuant to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b) in the event of damage to or destruction as of the Propertydate hereof have been fully paid. There are currently no special, vote in opposition supplemental or otherwise extraordinary Assessments pending or, to a motion B▇▇▇▇▇▇▇’s knowledge, proposed (other than regular, annual Assessments) by the Condominium Board, and to repairBorrower’s knowledge, restore or rebuild, unless no working capital reserves have been established with respect to the Indebtedness will be repaid in full pursuant to Section 5.16; Condominium. (c) partition or subdivide Condominium Borrower is the owner of Unit 3 (as defined in the Condominium Documents) and does not own any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor other unit of the imposition Condominium. Condominium Borrower’s percentage interest in the common elements of special assessments for capital improvements pursuant the Condominium is 27.81%. Condominium Borrower is able to exercise all rights set forth in the Loan Documents without being subject to any restriction set forth in the Condominium Documents. (iiid) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and No party to the Condominium Documents on has a right of first refusal or an option to purchase the part of Borrower applicable Individual Property. (e) Condominium Borrower, and to Condominium Borrower’s knowledge, the applicable Tenant or the Condominium Board currently maintains (or shall cause to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower maintained) insurance coverage with respect to any obligation of Borrower under the provisions all of the Common Elements which comprise a portion of, and are appurtenant to, the applicable Individual Property as required by the Condominium Documents or the Texas Condominium ActDocuments.

Condominium. Borrower covenants shall cause Mortgage Borrower to perform and agrees comply with the provisions of Section 4.1.40 of the Building Loan Agreement in connection with the Condominium Conversion, which are hereby incorporated by reference as followsif fully set forth herein. (a) Borrower has submitted or caused Mortgage Borrower an offering plan and all documents related thereto (as the same may be amended from time to time, (the -70- “Offering Plan”), for the establishment of a condominium form of ownership of the Property to the New York State Department of Law for review and acceptance for filing on May 20, 2005 and obtained acceptance for filing of the Offering Plan, as so amended or supplemented as required by Legal Requirements to the New York State Department of Law, by the New York State Department of Law on September 2, 2005. Borrower shall submit to Lender all amendments and supplements to the Offering Plan for approval, which approval shall not be unreasonably withheld, conditioned or delayed, prior to submitting all amendments and supplements to the Offering Plan to the New York State Department of Law for review and acceptance for filing. If Lender disapproves an amendment, it shall furnish Borrower with a written statement setting forth the reasons for such disapproval. Notwithstanding the foregoing, Lender’s consent shall not be required for price change amendments which increase prices, provided Lender receives notice of any such amendment. (b) Borrower has submitted to Lender for its reasonable approval and Lender has approved the form of contract of sale for the Units (each, a “Contract”) contained in the Offering Plan (which Lender acknowledges shall be subject to non-material changes without Lender’s consent made pursuant to bona fide arms-length negotiations in connection with the sale of Units). (c) Borrower shall cause the Condominium Documents to comply with all applicable Legal Requirements in all material respects. (d) Borrower shall comply and cause compliance with all Legal Requirements in all material respects in connection with the offering and sale of Units and the grant of parking licenses in the Parking Facility. (e) Borrower shall cause Mortgage Borrower to cause any deposits in connection with any Contract to be held in an account maintained with “escrow agent” (as designated under the Offering Plan) (the “Escrow Agent”), or another escrow agent reasonably acceptable to Lender, and shall not permit Mortgage Borrower to withdraw such deposits for any purpose except as expressly provided in the applicable Contract, or in accordance with applicable Legal Requirements or the Condominium Documents. Borrower shall cause Mortgage Borrower to assign its rights therein to Lender pursuant to a form reasonably acceptable to Lender. If requested by Lender and permitted under applicable law, Borrower shall cause Mortgage Borrower to require that such Escrow Agent hold such deposits in an account maintained with Mortgage Lender or an Affiliate of Mortgage Lender. Without limiting the foregoing, Borrower shall not permit Mortgage Borrower to permit the proceeds of any such deposits to be used to pay for construction or other costs related to the Improvements. (f) If the purchaser under any Contract shall default in performance of its obligations thereunder beyond all applicable grace, notice and cure periods and Mortgage Borrower shall retain the deposit thereunder as liquidated damages, then Borrower shall or cause Mortgage Borrower to give prompt notice to Lender of such retention and shall prepay the Mortgage Loan and/or the Mezzanine Loan in accordance with the provisions of Section 4.1.40(i)(iii) of the Building Loan Agreement, commencing at subsection (F) of the waterfall, in an amount equal to such deposit (without any prepayment penalty or fee or Exit Fee and net of expenses incurred by Borrower or Mortgage Borrower in connection with such Contract and the collection of such deposit). (g) Without the prior written consent of Lender (which consent or non-consent Lender shall deliver to Borrower within ten (10) Business Days of request therefor and, with respect to clause (i) only, shall not be unreasonably withheld, conditioned or delayed), Borrower shall not permit Mortgage Borrower to: (i) Borrower shall pay all common charges and other assessments as required by amend, modify, supplement or terminate any of the Condominium Documents other than an amendment, modification or supplement which merely increases the price of any Unit or combines any two (2) Units into one (1) Unit, but, in respect any case, Lender shall be given notice of any such amendment, modification or supplement; (ii) sell or offer for sale any Units and/or grant any parking licenses in the Parking Facility except in compliance with the Condominium Documents and all applicable Legal Requirements; (iii) enter into any Contract unless (A) the sale price is payable in full by bank or certified check or wire transfer of immediately available funds at closing, (B) the Offering Plan has been accepted for filing with the New York State Department of Law, (C) such Contract shall require the purchaser to deposit with the Escrow Agent a cash amount equal to not less than ten percent (10%) of the purchase price plus any additional deposits that may be made and shall provide that such amount shall be retained by Borrower as liquidated damages upon default beyond all applicable grace, notice and cure periods by the purchaser of its purchase obligation under such Contract and (D) such Contract shall be subject to no conditions (other than financing contingencies which must be eliminated within ninety (90) days after the date of such Contract in order for it to be considered and as a condition for being considered a Bona Fide Contract) upon the purchaser’s obligation (except for customary title conditions, completion of the Improvements and rights of rescission required by law); (iv) (A) amend, modify or supplement any Contract in any material manner or in any manner which would materially adversely affect Borrower, Lender or the Property, or terminate any Contract (except for default on the part of a purchaser thereto but with prompt notice to Lender), or permit any of the foregoing actions to be taken or (B) release any deposit under any Contract, except in each case, in accordance with the terms of such Contract and this Agreement; (v) abandon or materially change its plan for submission of the Property to the condominium form of ownership; (vi) (A) lease any Residential Unit without Lender’s approval in its sole discretion, (B) lease any Commercial Unit or space contained therein without Lender’s approval, which approval shall not be unreasonably withheld, conditioned or delayed or (C) lease or any portion of the Parking Facility without Lender’s approval and, if Lender approves of any such Lease or Leases, Borrower shall, at Lender’s election, enter into a cash management agreement and lock box agreement in form and substance reasonably satisfactory to Lender, with a deposit bank which shall be an Eligible Institution; or (vii) sell or offer for sale more than two (2) Units and grant or offer to grant more than two (2) parking licenses to Affiliates. Any Unit sold and/or parking license granted to an Affiliate shall be at a purchase price or license fee, as applicable, equal to or exceeding the fair market price for such Unit and/or parking license. (viii) Upon payment and satisfaction of the Building Loan, the First Mezzanine Loan and the Senior Loan, Borrower shall have the right to permit Mortgage Borrower to sell Units subject to the following conditions for so long as any portion of the Loan remains outstanding: (A) Borrower shall have fully complied with the provisions of subsections (a) through (d) of this Section 4.1.40; (B) with respect to the sale of any Unit, Mortgage Borrower shall have entered into Bona Fide Sales Contract (under which any and all financing contingencies and any rescission right of purchaser under New York law shall have expired) and with respect to the first sale of a Unit, Mortgage Borrower shall have entered into a Bona Fide Sales Contract with respect to ten (10) Units which Bona Fide Sales Contracts are no longer subject to any right of rescission by operation of law or otherwise in favor of the purchaser thereunder; (C) Lender shall have received a copy of an executed Bona Fide Sales Contract with reference to such Unit; (D) Lender shall have received not less than five (5) Business Days’ prior written notice of the proposed sale accompanied by a pro forma settlement statement signed by Mortgage Borrower and reflecting the projected Gross Sale Proceeds and the projected Net Sale Proceeds; (E) such sale of such Unit shall be pursuant to an approved Bona Fide Sales Contract; (F) the Unit to be sold will constitute one or more tax lots separate and distinct from the tax lot or lots applicable to the remaining portion of the Property; (G) the conveyance to the transferee of such Unit will not violate any applicable zoning or subdivision laws; (H) Lender shall have received in cash or by wire transfer of immediately available funds or by certified or bank check payable to Lender the Net Sale Proceeds for such Unit sold and the Net Sale Proceeds for the grant of any parking license; and (I) So long as Lender has provided notice to Borrower of such requirement at least three (3) days prior to closing, Lender shall have received such other documents, certificates, instruments, opinions or assurances as Lender may reasonably request. (ix) Net Sale Proceeds received by Lender under this Section 4.1.40(g)(ix) on a date other than a Monthly Payment Date may be held by Lender as additional collateral for the Loan (and shall promptlyearn interest at the rate offered Lender) until the next succeeding Monthly Payment Date at which time such amounts held by Lender (plus any interest earned thereon) shall be applied in accordance with subsection (x) below and shall not be deemed a payment until such time. (x) Amounts received by Lender under this subsection shall be applied (without premium or penalty other than Additional Costs) in the following order of priority; (A) first, following demandto the servicer of the Loan for any reasonable servicing and consulting fees due to the servicer as of such date; (B) second, exhibit in an amount needed to Lender proof of all fund the Tax Funds and Insurance Premium Funds as required pursuant to Article VI below so that on any date when Taxes or Insurance Premiums are due and payable, servicer shall have sufficient funds to make such payments; (iiC) third, in an amount needed to pay Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents.all Lender approved Operating Expenses; (iiiD) Borrower shall fully and faithfully observe, keep and performfourth, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under an amount needed to pay the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower Exit Fee with respect to such sales; (E) fifth, to Lender, to be applied to any obligation of Borrower accrued and unpaid interest currently payable with respect to the Loan on such scheduled payment date; and (F) sixth, to Lender, to be applied to all remaining principal due under the provisions Loan until the same is reduced to zero. Notwithstanding the foregoing, at any time that an Event of Default has occurred and is continuing, Lender may apply sums then present in any of the Condominium Documents above referenced accounts and all Net Sale Proceeds or other sums thereafter deposited in any such account to the payment of the Obligations or any other sums payable pursuant to this Agreement or the Texas Condominium Actother Loan Documents in such order, proportion and priority as Lender may determine in its sole and absolute discretion. Lender’s right to withdraw and apply amounts in accounts shall be in addition to all other rights and remedies provided to Lender under this Agreement, the other Loan Documents, and at law or in equity.

Condominium. Borrower covenants Subject to Tenant’s receipt of a commercially reasonable subordination, non-disturbance and agrees attornment agreement from the Condo Board (as follows: hereinafter defined), this Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any condominium declaration and any other documents (icollectively, the “Declaration”) Borrower which are or shall pay all common charges be recorded in order to convert the Land and other assessments as required by the Condominium Documents improvements erected thereon to a condominium form of ownership in respect accordance with the provisions of Article 9-B of the Real Property Law, or any successor thereto, provided the Declaration does not include other terms which increase Tenant’s obligations (except to a de minimis extent), decrease Tenant’s rights (except to a de minimis extent) or increase Landlord’s rights under this Lease or decrease Landlord’s obligations to Tenant under this Lease. If any such Declaration is to be recorded, Tenant, upon the request of Landlord, shall enter into an amendment of this Lease confirming such subordination and modifying the Lease in such respects as shall promptlybe necessary to conform to such condominiumization, following demand, exhibit to Lender proof of all such payments; (ii) Borrower shall not, unless directed otherwise in writing by Lenderincluding, without first obtaining Lender's prior written consentlimitation, (a) vote for, consent appropriate adjustments to or permit to occur any modification of, amendment to, or relaxation Tenant’s Proportionate Share and appropriate reductions in the enforcement of, any material provision of Operating Expenses for the Condominium DocumentsBase Operating Period and the Base Tax; provided, howeverthat, Lender's approval such amendment shall not be required reduce Tenant’s rights or increase Tenant’s obligations under this Lease (in either case except to a de minimis extent), increase Tenant’s monetary obligations under the Lease or increase Landlord’s rights under this Lease or decrease Landlord’s obligations to Tenant under this Lease. Landlord shall reimburse Tenant for amendments to Tenant’s actual reasonable out-of-pocket costs incurred in connection with such amendment. Notwithstanding the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b) foregoing, in the event of damage to or destruction any conversion of the Property, vote in opposition Land and improvements erected thereon to a motion condominium form of ownership, wherever in this Lease Tenant is required to repairobtain Landlord’s consent or approval, restore Tenant acknowledges that Landlord may be required to first obtain the consent or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor approval of the imposition board of special assessments managers of the condominium association or similar body (the “Condo Board”) established in connection with such conversion, and if Landlord and/or any affiliates of Landlord shall not have the unanimous authority to cause the Condo Board to approve or disapprove of the matter for capital improvements pursuant to the Condominium Documents. (iii) Borrower shall fully and faithfully observewhich Tenant seeks approval, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to Condo Board shall refuse such consent or approval, then Landlord shall be observed, kept and performed. Borrower shall promptly deliver to Lender a copy released of any notice obligation to grant its consent or approval of default received by Borrower with respect such matter, Tenant’s obligations under this Lease shall not be impaired and Landlord shall have no liability to Tenant in connection therewith; provided, Landlord shall use reasonable efforts in Landlord’s prudent business judgment to cause the Condo Board to give or refuse its consent or approval (which shall in no event be construed to require Landlord to initiate any obligation of Borrower under the provisions of the Condominium Documents action or the Texas Condominium Actlawsuit or expend funds).

Condominium. Borrower covenants 69.01 Landlord hereby represents to Tenant, and agrees Tenant acknowledges, that Landlord is contemplating the conversion of the Building to the condominium form of ownership and that such form of ownership may be effective, if at all, before, on or after the Commencement Date, the effective date of such conversion being herein referred to as follows:the "Conversion Effective Date." (i) Borrower shall pay all common charges 69.02 Tenant further acknowledges that in connection with such conversion, Landlord may require an amendment to this lease which, inter alia, reflects the fact that the demised premises will become a condominium unit, and accordingly, will be assessed and billed for real estate tax and other assessments as required by purposes separately from the Condominium Documents in respect balance of the Property and shall promptly, following demand, exhibit to Lender proof of all such payments; (ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in Building; the enforcement of, any material provision balance of the Condominium DocumentsBuilding may be owned by one (1) or more persons or entities other than Landlord; provided, however, Lenderand that from and after the Conversion Effective Date this lease and all of Tenant's approval rights and remedies hereunder shall not be required for amendments subject and subordinate in all respects to the Condominium Documents containing disclosures (as hereinafter defined) and Tenant, and all persons and entities claiming by, through or other provisions required to under Tenant, shall be made bound in all respects by Legal Requirements; (b) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents. (iii) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under except to the Texas Condominium Act and extent that the Condominium Documents on increase any of Tenant's obligations under this lease, or reduce any of Tenant's rights or remedies under this lease, and provided such Condominium Documents have been approved by Tenant, which approval Tenant covenants and agrees shall not be unreasonably withheld, conditioned or delayed. For the part purpose of Borrower this lease, "Condominium Documents" shall mean the declaration, by-laws and rules and regulations, as same may be from time to be observedtime amended or modified, kept of the Condominium. Tenant agrees to cooperate in good faith with Landlord in connection with such conversion, and performedpromtply to execute, acknowledge and deliver an amendment to this lease which contains said provisions and such other provisions that Landlord reasonably deems necessary in connection with such conversion, and such other documents, instruments and agreements that Landlord may reasonably request in connection with such conversion, provided that such amendment and such other documents, instruments and agreements are in all respects reasonably satisfactory, in form and substance, to Tenant. Borrower Landlord shall promptly deliver reimburse Tenant for the reasonable attorneys' fees and disbursements actually paid to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of Tenant's outside counsel for reviewing the Condominium Documents and for reviewing and negotiating such lease amendment and other documents, instruments and agreements, up to $10,000.00, in the aggregate, if the first drafts of substantially all of such Condominium Documents or lease amendment and other documents, instruments and agreements are delivered (in good faith) to Tenant for its review within the Texas Condominium Actone (1) year period commencing on the date of this lease, and $15,000.00, in the aggregate, if the first of any of such documents are delivered after such one (1) year period, Tenant hereby agreeing that all attorney's fees and disbursements incurred by Tenant in connection with the negotiation, drafting or execution of this lease, or any other contemporaneous agreements related to this lease, or Tenant's use of any portion of the Building, shall not be so reimbursed. Landlord shall pay such fees and disbursements within thirty (30) days after it receives a demand therefor, accompanied by an invoice and detailed billing report.

Condominium. Borrower covenants and agrees as follows: (ia) Borrower shall pay all common charges and other assessments as required by the Condominium Documents in respect of the Mortgaged Property as and when such become due and payable and shall promptly, following demand, exhibit to Lender proof of receipts for all such payments; (iib) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's ’s prior written consent, which shall not be unreasonably withheld or delayed if no Event of Default is then continuing, (ai) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's ’s approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (bii) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full as a pursuant to Section 5.16; (ciii) vote for, consent to or permit to occur any partition or subdivide subdivision of any Condominium Unit, or combine combination of any Condominium Unit with another Condominium Unit; (div) consent to the termination of a the Condominium; or (ev) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents.; and (iiic) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. Borrower covenants If the Lands are or hereafter become subject to a condominium plan duly created pursuant to the provisions of the Condominium Property Act (Alberta) (which, as amended from time to time, together with any legislation substituted therefor is herein collectively called "the Act"), then: (a) the Mortgagor fully and agrees as followsabsolutely assigns, transfers and sets over to the Mortgagee all of the Mortgagor’s voting rights now existing or which may hereafter come into existence with respect to the Lands and with respect to the Condominium Corporation of which the Mortgagor is a member by virtue of the Mortgagor’s ownership of the condominium unit or units being charged by this mortgage (the "Condominium Corporation"), whether such voting rights arise under the Act, under the By laws of the Condominium Corporation, under any agreement with the Condominium Corporation, or otherwise howsoever. The Mortgagor will execute any documentation which in the sole opinion of the Mortgagee is necessary or advisable to give full effect to the foregoing. Provided however, that if the Mortgagee is not present in person or by proxy, or, if present, does not wish to vote, then the Mortgagor may without further authority exercise all voting rights other than the right to vote on any matter requiring a unanimous resolution. Provided further that the Mortgagee may, by written notice to the Mortgagor, terminate all voting rights and privileges of the Mortgagor;‌ (b) notwithstanding anything to the contrary herein contained: (i) Borrower shall pay all common charges the Mortgagor will observe and other assessments as perform every covenant and provision required by to be performed under or pursuant to the terms of this mortgage, the Act, the By laws of the Condominium Documents Corporation in respect of effect from time to time, and under any agreement between the Property Mortgagor and shall promptly, following demand, exhibit to Lender proof of all such payments;the Condominium Corporation; and Form 7180 (Rev. 01/20) 5 (ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in limiting the enforcement of, any material provision generality of the Condominium Documents; providedpreceding subparagraph, howeverthe Mortgagor will pay promptly when due all assessments, Lender's approval shall not be required for amendments instalments or payments owing by it to the Condominium Documents containing disclosures or other provisions required to be made by Legal RequirementsCorporation; (b) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; and (c) partition where the Mortgagor defaults in the Mortgagor’s obligations to contribute to the common expenses assessed or subdivide levied by the Condominium Corporation or any Condominium Unitauthorized agent on its behalf, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; assessment, instalment or (e) vote in favor of the imposition of special assessments for capital improvements pursuant payment owing to the Condominium Documents. (iii) Borrower shall fully and faithfully observeCorporation, keep and performor upon breach of any covenant or provision contained in this section, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and then regardless of any other action or proceeding taken or to be taken by the Condominium Documents on Corporation, the part of Borrower Mortgagee, at its option and without notice to be observed, kept and performed. Borrower shall promptly deliver the Mortgagor may pay such contribution owing to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents Corporation or rectify any such default or breach by the Texas Condominium Act.Mortgagor.‌‌

Condominium. Borrower covenants (a) Borrowers and agrees as follows: Operating Lessee shall (i) Borrower shall pay pay, or cause to be paid, on or before the due date for same all common charges Common Charges payable on account of the Residential Units and the Hotel and other assessments as sums payable by either Borrower and Operating Lessee to the Condominium Association; (ii) promptly perform and observe all of the material covenants required to be performed and observed by each of them under each Condominium Document and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify Administrative Agent of any material default by the Condominium Documents in respect Board or Condominium Association under any Condominium Document of the Property and shall promptly, following demand, exhibit to Lender proof of all such payments; (ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirementswhich either becomes actually aware; (biv) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents. (iii) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender Administrative Agent a copy of any notice of default or notice of special assessment or similar payment obligation (such as an “Incidental Service Charge” as defined in the Condominium Documents) received by either Borrower or Operating Lessee under any Condominium Document; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the Condominium Board or Condominium Association under each Condominium Document to the extent that the failure to do so would have a Material Adverse Effect or cause a breach of any Marriott Agreement. (b) Neither Borrowers nor Operating Lessee shall, and shall not vote to, without the prior consent of Administrative Agent, (i) reduce or consent to the reduction of the term of any Condominium Document; (ii) modify, change, supplement, alter or amend, or waive or release any of its rights and remedies, or any obligations or liabilities of any other Person under, any Condominium Document, in each case, to the extent any such matters or actions could reasonably be expected to have a Material Adverse Effect; (iii) otherwise to amend or consent to the amendment of the terms of any Condominium Document to the extent same would impair the rights of Administrative Agent or Lenders or the Lien of the Mortgage; (iv) surrender, terminate or cancel any Condominium Document, or enter into any agreement in substitution of any Condominium Document; (v) approve or request (x) any subdivision of any of the Residential Units or the Hotel or any combination any of the Residential Units or the Hotel with any other unit (other than a combination of a Residential Unit with one or more other Residential Units subject to Section 2.28), or (z) except as contemplated in Section 2.32(d) or 2.32(e), any decrease the aggregate net rentable square footage of the Residential Units or the Hotel; (vi) cause the Condominium Association to fail to maintain or diminish in any material respect the insurance policies required to be maintained pursuant to the applicable Condominium Documents; or (vii) to the extent either Borrower or Operating Lessee has such rights under the Condominium Documents and under law, to vote or give consent to the expenditure of insurance proceeds or condemnation awards for the repair or restoration of common elements or the Property in a manner inconsistent with this Loan Agreement for repairs and restorations of the Property. Without limiting the foregoing, if either Borrower or Operating Lessee fails to pay any Common Charge when due under any Condominium Document, Administrative Agent shall have the right, but not the obligation, to pay (or cause to be paid) the same on behalf of Borrowers and Operating Lessee (based solely on a notice or other certification from the Condominium Board or managing agent) and such amounts shall be payable to Administrative Agent upon demand and shall accrue interest at the Default Rate until paid. Nothing herein shall prohibit Hotel Owner from amending the Condominium Documents solely in order to convert the Hotel Unit into multiple, smaller condominium units under the Condominium Documents provided that (a) no Default shall have occurred and be continuing, (b) Hotel Owner shall have notified Administrative Agent prior to such amendment being filed and shall deliver a final, signed copy of such amendment to Administrative Agent promptly after it is signed by the Condominium Board and, if applicable, Hotel Owner, (c) Manager shall have consented to such amendment to the extent required pursuant to any obligation Marriott Agreement (and if subject to any conditions, such conditions shall be reasonably acceptable to Administrative Agent), (d) such amendment shall not increase any monetary or other obligations of Borrower Hotel Owner or Operating Lessee under any Marriott Agreement or the Condominium Documents, or adversely affect the rights of Administrative Agent under the provisions Manager Subordination Agreement or the Condominium Documents, (e) such condominium units shall collectively continue to constitute the Hotel Unit for all purposes under the Loan Documents and the Marriott Agreements, (f) Hotel Owner shall remain the owner of such condominium units and the total percentage interest of such condominium units in the common elements shall remain the same as the percentage interest of the current Hotel Unit in the common elements and (g) Hotel Owner shall have delivered to Administrative Agent an endorsement to the Title Policy that insures that the lien of the Mortgage continues to encumber such condominium units as a first-priority lien subject only to those matters listed as exceptions in the Title Policy. (c) In the event that the Condominium Association receives any insurance proceeds or condemnation awards, to the extent that either Borrower or Operating Lessee in their respective capacities as owners and lessee of the Hotel and Residential Units may, by vote or otherwise, select the holder of same, Borrowers and Operating Lessee shall select Administrative Agent provided that such selection would not be prohibited by the terms of the Condominium Documents Documents. (d) Administrative Agent shall have the right, to the fullest extent of Borrowers’ and Operating Lessee’s rights under the Condominium Documents, to examine the books of account of the condominium and to attend meetings of owners of units or the Texas Condominium ActBoard, but the foregoing shall not require Administrative Agent to examine said books of account or attend any such meetings. (e) At any time, during the existence of a Default, Administrative Agent may give notice to the Condominium Board or any other Person stating that circumstances exist which entitle Administrative Agent to exercise in Borrowers’ and Operating Lessee’s place any particular right, privilege or power, or to receive any credit, refund, profit or other sum of money which either Borrower or Operating Lessee has the right to exercise or receive under the Condominium Documents; it being understood and agreed to that such notice from Administrative Agent shall be conclusive evidence that a Default shall have occurred and be continuing and the Condominium Board may rely on such notice from Administrative Agent without any further inquiry or investigation. (f) Prior to appointing any member to the Condominium Board, Borrowers and Operating Lessee shall deliver to Administrative Agent a conditional resignation signed by such member in form and content acceptable to Administrative Agent. Upon the occurrence and during the continuance of a Default, Administrative Agent may, by notice to Borrowers, tender any conditional resignation of any member of the Condominium Board now or hereafter delivered to Administrative Agent in connection with the Loan to the Condominium Board, whereupon the resignation of any such member shall become effective and successor members to the Condominium Board shall be designated by Administrative Agent. (g) Borrowers and Operating Lessee shall, on a timely basis comply with all Condominium Requirements and other Legal Requirements, including securities laws, which may apply to the sale of Residential Units (if same are to be sold as provided in Article 7) and furnish such evidence of compliance therewith as Administrative Agent may reasonably request. (h) Borrowers shall deliver or cause the condominium to deliver to Administrative Agent all financial statements, material reports and material notices delivered by or on behalf of the Condominium Association to Borrowers, or if the Condominium Association is prohibited by law from doing so, shall deliver same to Administrative Agent promptly after receipt by either Borrower or its Condominium Board members.

Condominium. Borrower covenants and agrees as follows: (i) Borrower This Lease and all rights of Tenant hereunder are and shall pay be subject and subordinate in all common charges respects to any past, present and future condominium declaration and any other assessments documents, instruments, or agreements.” including, without limitation any by-laws, offering plan(s), or house rules, as required by same may be amended from time to time (collectively, the Condominium Documents “Declaration”) which have been and/or shall be recorded or executed in respect connection therewith including those which were executed or prepared in order to convert the Land and the improvements (or any part thereof) erected thereon to a condominium form of ownership in accordance with the provisions of Article 9-B of the Real Property Law, or any successor thereto. If any such Declaration is to be recorded, Tenant, upon the request of Landlord, shall enter into an amendment of this Lease confirming such subordination and modifying the Lease in such respects as shall be necessary to conform to such condominium conversion, including, without limitation, appropriate adjustments to Tenant’s Share and appropriate reductions in the Operating Expenses for the Base Operating Year and the Base Tax Amount; provided, that, such amendment shall not reduce Tenant’s rights or increase Tenant’s obligations under this Lease (in either case in any material respect) or increase Tenant’s monetary obligations under the Lease. Tenant shall comply with and shall promptlynot breach or permit to be breached any of the terms, following demandcovenants, exhibit to Lender proof conditions, or provisions of all such payments;the Declaration. (ii) Borrower shall notLandlord represents and warrants to Tenant that (i) to Landlord’s knowledge without additional inquiry, unless directed otherwise Landlord is not in writing by Lender, without first obtaining Lender's prior written consentdefault of its obligations as Unit Owner under the Declaration as of the Effective Date, (aii) vote forLandlord has taken all actions and received all consents under the Declaration sufficient to permit Landlord to execute and deliver this Lease and perform Landlord’s obligations hereunder, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents. and (iii) Borrower Landlord’s entry into this Lease Is not in violation of the Declaration. So long as this Lease is in full force and effect and no Event of Default exists hereunder, Landlord will not consent to any amendments or modifications to the Declaration that would materially adversely affect Tenant’s use and occupancy of the Premises. Landlord hereby agrees that, to the extent required by the Declaration, Landlord shall fully promptly and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions diligently obtain any approvals or consents required under the Texas Condominium Act Declaration and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy necessary for Tenant’s construction of any notice of default received by Borrower with respect Alterations in the Premises, from time to any obligation of Borrower under time, including the provisions of the Condominium Documents or the Texas Condominium ActTenant’s Initial Alteration Work.

Condominium. (a) Borrower hereby covenants and agrees as followswith respect to each Condominium that: (i) Borrower shall pay all common charges and other assessments as required by it will not, without Lender’s prior written consent, vote to amend, modify, supplement or terminate, or consent to (1) the termination of any of the Condominium Documents in respect or (2) the amendment, modification or supplementation of any of the Condominium Documents, in each case, in any material respect which would materially and adversely affect the applicable Individual Borrower, the applicable Individual Property and shall promptly, following demand, exhibit to Lender proof of all such paymentsor Lender’s rights under the Condominium Documents; (ii) Borrower it will pay all assessments for common charges and expenses made against those condominium units then owned by it pursuant to the applicable Condominium Documents prior to delinquency, other than assessments or common charges that are being contested in good faith pursuant to the applicable Condominium Documents; (iii) it will comply in all material respects with all of the terms, covenants and conditions on its part to be complied with, pursuant to the applicable Condominium Documents and any rules and regulations that may be adopted for the Condominium, as applicable, as the same shall be in force and effect from time to time; (iv) it will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Condominium in accordance with the applicable Condominium Law; (v) it will not, unless directed otherwise in writing by without the prior written consent of Lender, take (and hereby assigns to Lender any right it may have to take) any action to terminate the Condominium, withdraw the Condominium from the Condominium Law, or cause a partition of the Condominium; and (vi) it will not, without first obtaining Lender's ’s prior written consent, (a) which shall not be unreasonably conditioned, withheld or delayed, exercise any right it may have to vote for, consent (A) any additions or improvements to the Common Elements of the Condominium, except as such additions or permit to occur improvements are completed in accordance hereof, (B) any modification of, amendment to, or relaxation in the enforcement of, any material provision borrowing on behalf of the Condominium Documents; providedor (C) the expenditure of any insurance proceeds or condemnation awards for the repair or restoration of the related Improvements other than in accordance with Article VI hereof. (b) The provisions of Article VI hereof shall apply to the entirety of any Individual Property that is a Condominium as provided herein, however, Lender's approval shall not be required for amendments notwithstanding the submission of any portion of such Individual Property to the Condominium Documents containing disclosures Law. Without limiting the generality of the foregoing, Borrower, for and on behalf of itself and its direct and indirect successors and assigns as owner(s) of condominium units in the Condominium or other provisions required any of them, (i) irrevocably waives, to be made the extent permitted by Legal Requirements; (b) law, any applicable law which grants to the trustees of the Condominium and/or the owners of the condominium units rights in the event of damage a casualty or a condemnation which are inconsistent with the provisions of Article VI hereof and (ii) expressly agrees to or destruction the application of the Property, vote insurance proceeds and condemnation awards in opposition accordance with Article VI hereof to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; extent permitted by applicable law. (c) partition or subdivide Lender shall have the right, subject to any required consent of the unit owners, at reasonable times and upon reasonable notice, to inspect the records of the Condominium Unit, or combine any as provided in the Condominium Unit with another Condominium Unit; Documents until such time as the Debt is paid in full. (d) consent Upon written request from Lender, Borrower will use commercially reasonable efforts to obtain and deliver to the termination Lender, a true and correct copy of: (A) each notice of a any meeting of the association of owners of the Condominium; (B) the minutes of any such meeting; (C) any statement of financial condition of said association, audited or otherwise, furnished to or available to an owner; (eD) vote in favor any statement showing the allocation of expenses and any other assessments against the imposition owners; (E) any statements issued to Borrower calling for payment of special assessments for capital improvements pursuant to expenses other than the Condominium Documents. regular monthly maintenance statements; and (iiiF) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by given to Borrower with in respect to any obligation of Borrower under the provisions observance of the Condominium Documents or the Texas Condominium Actany of them.

Condominium. (a) The Declaration (including the Bylaws) and the Condominium Plans are in compliance in all material respects with all Condominium Laws. Borrower covenants shall not modify or amend the Declaration (including the Bylaws) and/or the Condominium Plans without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided (i) no Event of Default exists, (ii) such amendment or modification complies with all Condominium Laws, and (iii) the SCA has approved the amendment in writing to the extent it has approval rights thereto under the School Unit Purchase Agreement. (b) Borrower agrees as followsthat: (i) Borrower shall pay not, without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided (x) no Event of Default exists and (y) such amendment or modification complies with all common charges and other assessments as required by Condominium Laws, amend, modify or supplement, or consent to or suffer the amendment, modification or supplementation of any of the Condominium Documents (except with respect to (1) price change amendments to the Offering Plan increasing the Schedule A—Purchase Prices (each a “Price Change Amendment”) as provided in respect Article 16 hereof, and (2) annual update amendments required under Attorney General regulations to extend the term of the Property Offering Plan). Borrower shall not consent to the merger of the Condominium with any other condominium without Lender’s prior written consent, which may be withheld in its sole and absolute discretion. Lender shall promptly, endeavor to respond to each request by Borrower for Lender’s approval of an amendment to the Condominium Documents within twenty (20) Business Days following demand, exhibit Lender’s receipt of such request and all required documents and information relating to such request. If Lender proof does not notify Borrower of its approval or disapproval of a proposed amendment to the Condominium Documents within twenty (20) Business Days after request by Borrower and submission by Borrower of all information needed by Lender to evaluate said request, then Borrower may deliver a second request, which request shall state on the top of the first page in bold lettering “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE MASTER LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” If Lender does not notify Borrower of its approval or disapproval of the proposed amendment to the Condominium Documents within ten (10) Business Days after such paymentssecond request, then as long as no Event of Default or Potential Event of Default exists, the same shall be deemed approved; (ii) Borrower will pay, or cause to be paid, all assessments for common charges and expenses made against the Mortgaged Property owned by Borrower pursuant to the Condominium Documents as the same shall become due and payable; (iii) Borrower will comply in all material respects with all of the terms, covenants and conditions on Borrower’s part to be complied with, pursuant to the Condominium Documents and any rules and regulations that may be adopted for the Condominium, as the same shall be in force and effect from time to time; (iv) Borrower, or Borrower’s designated members of the Condominium Board of Managers, will take all actions as may be reasonably necessary from time to time to preserve and maintain the Condominium in accordance with the Condominium Laws; (v) Borrower will not, unless directed otherwise in writing by Lender, without first obtaining Lender's the prior written consentconsent of Lender (which consent may be granted or withheld in Lender’s sole and absolute discretion), take (aand hereby assigns to Lender any right it may have to take) vote forany action to terminate the Condominium, consent to or permit to occur any modification of, amendment towithdraw the Condominium from the Condominium Laws, or relaxation in cause a partition of the enforcement ofCondominium to be so withdrawn; (vi) it shall be an Event of Default if (A) pursuant to any judgment, decision, order, rule or regulation of either a court of competent jurisdiction or a governmental agency with jurisdiction over the Premises and following the expiration of all applicable appeal periods, any material provision of the Condominium Documents is held to be invalid and such invalidity shall materially and adversely affect the lien of the Mortgage or Lender’s other security interests under the Loan Documents; provided, howeveror (B) the Condominium shall become subject to any action for partition by any Unit Owner and said action has not been dismissed within ninety (90) days after commencement thereof, or (C) the Condominium is withdrawn from the condominium regime established under the Condominium Laws; (vii) Borrower will not, without Lender's approval ’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed so long as no Event of Default exists, exercise any right it may have to vote for (A) any additions or improvements to the common elements of the Condominium that are not included in the Condominium Plans or otherwise disclosed in the Offering Plan, except as such additions or improvements may be required by Legal Requirements, (B) any borrowing on behalf of the Condominium or (C) the expenditure of any insurance proceeds or condemnation awards for amendments the repair or restoration of the Improvements (unless Borrower is entitled to utilize such insurance proceeds in accordance with Section 5.2(d) hereof); (viii) Except as may be otherwise provided in the Offering Plan, in the Declaration or as may be required by the Condominium Laws, Borrower shall control the Condominium Board of Managers and the Condominium Association formed by the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; at least until such time as more than fifty percent (b50%) in the event of damage to or destruction of the PropertyResidential Units have been sold in accordance with this Agreement; (ix) For so long as Borrower controls the Condominium Board of Managers, vote Borrower will, in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit accordance with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to Borrower’s rights under the Condominium Documents. (iii) Borrower shall fully and faithfully observe, keep and perform, cause the Condominium Board of Managers to maintain insurance on the Condominium in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and accordance with the Condominium Documents on and this Agreement; and (x) For so long as Borrower controls the part Condominium Board of Borrower to be observedManagers, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower Borrower, in accordance with respect to any obligation of Borrower Borrower’s rights under the provisions of Condominium Documents, shall cause the Condominium Documents or Board of Managers to enforce the Texas Condominium ActManagement Agreement.

Condominium. The provisions of this Section 4.1.37 shall apply in connection with Mortgage Borrowers’ conversion of the Property to a condominium regime of ownership. (a) Borrowers shall, subject in all events to the terms and conditions of this Agreement, cause Mortgage Borrowers convert the Property to a condominium form of ownership in accordance with all applicable Legal Requirements, including, without limitation, the Condominium Act, and shall cause Mortgage Borrowers to record or file, as appropriate and to the extent required by applicable law, all Condominium Documents and obtain all approvals of Governmental Authorities necessary in order to (i) subject the Property to a Condominium regime, (ii) create a total of approximately ninety-five (95) individual Residential Units (subject to adjustment in accordance with Section 4.1.25 hereof) and two Commercial Units, and (iii) commence the sale of the Units, as provided herein. Borrowers represent that Mortgage Borrowers have heretofore submitted an offering plan (the “Offering Plan”) for the establishment of condominium form of ownership of the Property to the New York State Department of Law for review and acceptance for filing. Borrowers acknowledge that, notwithstanding such submission of the Offering Plan, the same remains subject to Lender’s approval. Borrowers shall, subject to Lender’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed), cause Mortgage Borrowers to promptly submit all amendments and supplements to such Offering Plan required by Legal Requirements to the New York State Department of Law. Borrowers shall cause Mortgage Borrowers to obtain Condominium Approval, as so amended or supplemented (and specifically including the Specified Amendments, as hereinafter defined), by the New York State Department of Law no later than November 9, 2007. If Lender disapproves an amendment, Lender shall furnish Borrowers with a written statement setting forth the reasons for such disapproval. Notwithstanding the foregoing, Lender’s consent shall not be required for price change amendments which increase prices, provided Lender receives notice of any such amendment. If Borrowers shall not, on or before August 1, 2007 (the “Condominium Approval Date”), have caused the Mortgage Borrowers to have made, and obtained the approval of the New York State Department of Law for, the amendments to the Offering Plan listed in Schedule III attached to the Project Loan Agreement (such amendments, as confirmed in writing by Lender to be satisfactory to Lender and as approved by the New York State Department of Law, the “Specified Amendments”), then Borrowers shall pay to Lender on the Condominium Approval Date, a fee in an amount equal to one-quarter of one percent (0.25%) of the then outstanding principal balance of the Loan. On each 90-day anniversary of the Condominium Approval Date (i.e., quarterly thereafter), if the Specified Amendments have not been made on or before each of such dates, Borrowers shall pay to Lender a fee in an amount equal to one-half of one percent (0.50%) of the then outstanding principal balance of the Loan on each of such dates (any such fee, a “Non-Approval Fee”). The Non-Approval Fees paid to Lender pursuant to this Section 4.1.37(a) shall be deemed earned by Lender and shall be non-refundable and shall not be deemed to be in payment of the outstanding principal balance of the Loan. (b) Borrowers shall submit or cause to be submitted to Lender for its reasonable approval the form of contract of sale for the Units and Storage Spaces (each, a “Contract”) contained in the Offering Plan. (c) Borrowers shall cause the Condominium Documents to comply with all applicable Legal Requirements. (d) Borrowers shall cause the Mortgage Borrower covenants comply with all Legal Requirements in connection with the offering and agrees sale of Units, including, without limitation, the ▇▇▇▇▇▇▇▇-▇▇▇▇ Warranty Act, the Federal Reserve Board Regulations “B” (Equal Credit Opportunity Act) and “Z” (Truth-in-Lending), the Interstate Land Sales Full Disclosure Act and the Department of Housing and Urban Development Regulation “X” (RESPA), and any requirement for such Unit to have a certificate of occupancy (or such equivalent certificate as followsmay be issued by the jurisdiction in which the Property is located). (e) Borrowers shall cause Mortgage Borrowers to cause any deposits in connection with any Contract to be held in an account maintained at an Eligible Institution selected by Mortgage Loan Agent and reasonably acceptable to Mortgage Borrowers by the “escrow agent” (as designated under the Offering Plan) (the “Escrow Agent”), or another escrow agent reasonably acceptable to Lender, and shall not permit Mortgage Borrowers to withdraw such deposits for any purpose except as expressly provided in the applicable Contract or in accordance with Legal Requirements or the Condominium Documents. Without limiting the foregoing, Borrowers shall not permit Mortgage Borrower to withdraw the proceeds of any such deposits to be used to pay for construction or other costs related to the Improvements. (f) If the purchaser under any Contract shall default in performance of its obligations thereunder beyond all applicable grace, notice and cure periods and Mortgage Borrowers shall retain the deposit thereunder as liquidated damages, then Borrowers shall give prompt notice to Lender of such retention and shall prepay the Loan, the Mortgage Loans and the Second Mezzanine Loan in the manner set forth in Section 2.4.2(a) of the Building Loan Agreement. (g) Without the prior written consent of Lender (which consent or denial Lender shall deliver to Borrowers within fifteen (15) Business Days after request therefor), Borrowers shall not and shall not cause or permit Mortgage Borrowers to: (i) Borrower shall pay all common charges and other assessments as required by amend, modify, supplement or terminate any of the Condominium Documents other than an amendment, modification or supplement which merely increases the price of any Unit or combines any two (2) Units into one (1) Unit (without decreasing the aggregate sales price therefor), but, in respect any case, Lender shall be given notice of the Property and shall promptlyany such amendment, following demand, exhibit to Lender proof of all such paymentsmodification or supplement; (ii) exercise any right it may have to vote for (A) the expenditure of Proceeds for the Restoration of all or any portion of the Property, (B) any additions or improvements to the common elements of the condominium established on the Property except to the extent such additions or improvements are required by law or are contemplated as part of the Project Improvements, or (C) any borrowing on behalf of the condominium association established under the any Condominium Documents; (iii) sell or offer for sale any Units except in compliance with the Condominium Documents and all applicable Legal Requirements; (iv) enter into any Contract unless (A) the same is a bona fide, contract in the form included in the Offering Plan, (B) the purchaser thereunder is an unaffiliated third party, (C) the sale price is greater than or equal to the Minimum Sale Price for such Unit and related Storage Space, if applicable, (D) the sale price is payable in full by bank or certified check or wire transfer of immediately available funds at closing, (E) the Offering Plan has been accepted for filing with the New York State Department of Law and the Specified Amendments have occurred, (F) such Contract shall require the purchaser to deposit with the Escrow Agent a cash amount equal to not less than ten percent (10%) of the purchase price and shall provide that such amount shall be retained by Mortgage Borrowers as liquidated damages upon default beyond all applicable grace, notice and cure periods by the purchaser of its purchase obligation under such Contract, and (G) such Contract shall be subject to no conditions upon the purchaser’s obligation (except for customary title conditions, Completion of the Improvements, rights of rescission required by law and financing contingencies which must be eliminated within ninety (90) days after the date of such Contract in order for such Contract to be considered a Bona Fide Sales Contract); (v) enter into a Contract for more than two (2) Residential Units to the same purchaser; (vi) convey any Units to any condominium association established under the Condominium Documents; (vii) (A) amend, modify or supplement any Contract in any material manner or in any manner which would materially adversely affect Borrowers, Lender or the Property, or terminate any Contract (except for default on the part of a purchaser thereto but with prompt written notice to Lender), or permit any of the foregoing actions to be taken, or (B) release any deposit under any Contract, except in each case, in accordance with the terms of such Contract and this Agreement; or (viii) abandon or materially change its plan for submission of the Property to the condominium form of ownership. (h) Borrower shall notnot permit Mortgage Borrower to record any Declaration of Condominium for the Land and the Improvements without the prior written approval of Lender. Provided that no Event of Default has occurred and is continuing under this Agreement, unless directed otherwise Lender shall, on Borrowers’ written request, contemporaneously with Lender’s consent to the release of the first Unit from the liens of the Mortgages as provided in Section 4.1.37(i) below, consent to the recording of the Declaration of Condominium for the Land and the Improvements, which Declaration shall be reasonably satisfactory in all respects to Lender, provided that each of the conditions enumerated below has first been satisfied: (i) Lender shall have received and approved in all respects the Condominium Documents (to the extent not previously approved in writing by Lender), without first obtaining Lender's prior written consentwhich shall be in proper form for recording or filing, (a) vote foras necessary, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of appropriate offices; (ii) Lender shall have received an opinion (upon which Lender and its successors and assigns may rely and subject to customary assumptions and qualifications) from counsel reasonably satisfactory to Lender to the Condominium Documents; provided, however, Lender's approval shall not be required for amendments to effect that (A) the Condominium Documents containing disclosures satisfy all applicable requirements of Governmental Authorities and have been duly executed, (B) all requirements of any applicable statute, rule or ordinance relating to the formation of the condominium have been duly satisfied and, assuming the recording of the Declaration of Condominium and the subordination of the Building Loan Mortgage, the Acquisition Loan Mortgage and Project Loan Mortgage to the Declaration of Condominium, the condominium has been duly and validly created and is existing in full force and effect and no filing, registration or other provisions required to be made by compliance with any federal or state securities law or other Legal Requirements; (b) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness Requirement will be repaid required in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unitconnection with the sale of Units in New York State, or combine any Condominium Unit if such filing is necessary, that the applicable Legal Requirement governing the same has been fully complied with, and (C) the assignment, resignations and agreements referred to in clause (iv) of this subsection have each been duly authorized, executed and delivered by the respective parties thereto and are enforceable against said parties in accordance with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents.their respective terms; (iii) Borrower the Offering Plan for the condominium (A) shall fully have been approved by all Governmental Authorities whose approval is required under any Legal Requirements, (B) shall have been accepted for filing by the Attorney General of the State of New York, and faithfully observe(C) upon the recordation of the Declaration of Condominium, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions shall become effective; (iv) the condominium association under the Texas Condominium Act and the Condominium Documents shall have been formed and shall have furnished to Lender, at no cost or expense to Lender, a blanket fire insurance policy with extended coverage naming Lender, said condominium association, and purchasers of each Unit, as their respective interests may appear, as the insureds, covering all of the Improvements for the full replacement value (other than foundations); which fire insurance shall at all times be an amount equal to 100% of the insurable value of the Improvements (other than foundations) and shall otherwise comply with the applicable conditions contained in Article 5 of this Agreement and the other Building Loan Documents; and (v) Mortgage Loan Agent shall have agreed to subordinate the lien of the Building Loan Mortgage, the Project Loan Mortgage and the Acquisition Loan Mortgage to the Declaration of Condominium and the Second Mezzanine Lender has consented to such recording (to the extent such consent is required under the Second Mezzanine Loan Documents). All expenses actually incurred by Lender with respect to the foregoing, including, without limitation, the reasonable fees and disbursements of Lender’s counsel, shall be paid by Borrowers on the part demand. (i) Provided that no Event of Default has occurred and is continuing under this Agreement, Borrower may permit Mortgage Borrower to be observed, kept sell and performed. Borrower transfer one or more Residential Units and related Storage Spaces (a “Unit Sale”) upon satisfaction of each of the following conditions: (A) Borrowers and Mortgage Borrowers shall promptly deliver to have fully complied with the provisions of subsections (a) through (h) of this Section 4.1.37; (B) Mortgage Borrowers shall have entered into Bona Fide Sales Contracts (under which any and all financing contingencies have expired) for the sale of not less than twenty-five percent (25%) of the saleable square footage of all Residential Units (as such square footage is described in the Offering Plan); (C) Lender shall have received a copy of any an executed Bona Fide Sales Contract with reference to such Unit; (D) Lender shall have received not less than five (5) Business Days prior written notice of default received the proposed Unit Sale, accompanied by Borrower a pro forma settlement statement signed by Mortgage Borrowers and reflecting the Gross Sale Proceeds, the Net Sale Proceeds and the Required Release Price; (E) the sale of such Unit and related Storage Space, if applicable, shall be pursuant to an approved Bona Fide Sales Contract; (F) If the Mortgage Loans have not been paid in full, Mortgage Loan Agent shall have released the Lien of the Building Loan Mortgage, the Acquisition Loan Mortgage and Project Loan Mortgage in accordance with respect to any obligation of Borrower under the provisions of the Condominium Mortgage Loan Documents and Second Mezzanine Borrower shall have satisfied all conditions applicable to such sale in accordance with the provisions of the Second Mezzanine Loan Documents; (G) the Unit to be sold will constitute one or more tax lots separate and distinct from the Texas Condominium Act.tax lot or lots applicable to the remaining portion of the Property; (H) neither the release from the liens of the Building Loan Mortgage, the Acquisition Loan Mortgage and Project Loan Mortgage, nor the conveyance to the transferee of such Unit will violate any applicable zoning or subdivision laws; (I) Mortgage Loan Agent (or after the Mortgage Loans shall have been paid in full, Second Mezzanine Lender and Lender, and after the Second Mezzanine Loan shall have been paid in full, Lender) shall have received in cash or by wire transfer of immediately available funds or by certified or bank check payable to Mortgage Lender the Required Release Price (or Second Mezzanine Lender and Lender shall have received their respective pro rata shares of the Required Release Price, as applicable, or after the principal balance of the Mortgage Loans, the Second Mezzanine Loan other than the Exit Fee and the Additional Appreciation Interest) and the Loan have been paid in full, as provide in subsection (N) below; (J) Lender shall have received such other documents, certificates, instruments, opinions or assurances as Lender may reasonably request; (K) All expenses incurred by Lender with respect to Unit/Storage Space sales and releases (including, without limitation, the reasonable fees and disbursements of Lender’s counsel) shall be paid by Borrowers on demand; (L) If Lender’s Pro Rata Share of the Required Release Price is received by Lender under this Section 4.1.37(i) on a date other than a Monthly Payment Date, Lender’s Pro Rata Share of the Required Release Price may be held by Lender as additional collateral for the Loan (and shall earn interest at the rate offered Lender) until the next succeeding Monthly Payment Date, at which time such amounts held by Lender (plus any interest

Condominium. Borrower covenants and agrees as follows: (ia) Borrower shall pay all common charges and other assessments as required by the Condominium Documents in respect of the applicable Property and shall promptly, following demand, exhibit to Lender proof of receipts for all such payments; (iib) Borrower shall not, unless directed otherwise in writing by Lender▇▇▇▇▇▇, without first obtaining Lender's ’s prior written consent, (a1) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's ▇▇▇▇▇▇’s approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b2) in the event of damage to or destruction of the applicable Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full as a pursuant to Section 5.16; (c3) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d4) consent to the termination of a the Condominium; or (e5) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents.Documents or (6) establish or constitute a board of directors of the Condominium Association or appoint, nominate, support or consent to any person serving as a member of such board; provided, that any consent by ▇▇▇▇▇▇ under this clause (6) shall be conditioned upon ▇▇▇▇▇▇’s prior receipt of duly executed conditional resignation letters in form and substance satisfactory to Lender from each member of the board of directors of the Condominium Association; and (iiic) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. Borrower covenants and agrees as follows: (i) Borrower shall pay all common charges and other assessments as required by 39.01 Tenant acknowledges that the Condominium Documents in respect of the Property and shall promptly, following demand, exhibit to Lender proof of all such payments; (ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision Unit constitutes a portion of the Condominium Documents; providedand that, however, Lender's approval shall not be required for amendments notwithstanding anything to the Condominium Documents containing disclosures or other provisions required contrary, this Lease and Tenant’s rights hereunder are subject and subordinate to be made by Legal Requirements; (b) the Declaration, By-Laws and Rules and Regulations of Atlantic Terminal Condominium, as presently constituted and as constituted and amended from time to time in the event of damage future (said Declaration, By-Laws and Rules and Regulations, as presently constituted and as constituted and amended from time to or destruction time in the future, are hereinafter referred to as the “Condominium Documents”), and Tenant shall comply with all of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents. (iii) Borrower shall fully terms and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents relating to the use and occupancy of the Premises and shall not take any action, or fail to take any action, which would cause Landlord to be in default under any of the Condominium Documents. The Board of Managers of the Condominium is herein referred to as the “Board of Managers”, “Condominium Board”, or the Texas “Board.” In the event that there is more than one board of managers, then the terms “Board of Managers”, “Condominium ActBoard”, or the “Board” shall mean one or more boards of managers as applicable to the circumstances. To the extent the Condominium Board is responsible under the Condominium Documents to provide utilities or service to or repairs of the Premises or any appurtenance thereto, or to take any other action which the Condominium Board is required to take under the Condominium Documents, Landlord shall use its diligent good faith efforts to cause the Condominium Board to comply with the same, but Landlord shall have no obligation to provide the same or liability for the failure of the Condominium Board to provide the same. If any obligation of Landlord under this Lease is required to be performed by the Condominium Board under the Condominium Documents, then the same shall be deemed to be an obligation of the Condominium Board, as the case may be, and not of Landlord. Tenant must promptly execute any reasonable certificate(s) that Landlord requests to show that this Lease is so subject and subordinate; provided that any such certificates shall not materially reduce any of Tenant’s rights or materially increase any of Tenant’s obligations. Tenant agrees to observe and be bound by all the terms contained in the Condominium Documents which apply to the occupant or user of the Unit or a user of the common areas of the Condominium. Tenant agrees to observe all Rules and Regulations of the Board of Managers set forth in the Condominium Documents. Tenant further agrees to observe all modifications and additions to the Rules and Regulations of the Board as of the date hereof, provided that Tenant receives reasonable prior notice thereof and such modifications or additions to the Rules and Regulations are not of such nature that they would (a) adversely affect the ability of Tenant to use the Premises for uses permitted pursuant to this Lease (beyond a de minimis extent), or (b) decrease the rights or increase the obligations of Tenant under this Lease (beyond a de minimis extent). Provided that Tenant complies with the terms and provisions of this Lease, Landlord will comply in all material respects with the Condominium Documents (but solely to the extent related to Tenant’s use and occupancy of the Premises), except to the extent delegated to Tenant under this Lease.

Condominium. (a) Borrower hereby covenants and agrees as followswith respect to the Condominium that: (i) Borrower shall pay all common charges and other assessments as required by it will not, without Lender’s prior written consent, vote to amend, modify, supplement or terminate, or consent to (1) the termination of any of the Condominium Documents in respect or (2) the amendment, modification or supplementation of any of the Property Condominium Documents, in each case, in any material respect which would have a Material Adverse Effect or materially and shall promptly, following demand, exhibit to Lender proof of all such paymentsadversely affect Lender’s rights under the Condominium Documents; (ii) Borrower shall not, unless directed otherwise in writing it will pay all assessments for common charges and expenses made against those condominium units then owned by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's approval shall not be required for amendments it pursuant to the Condominium Documents containing disclosures prior to delinquency, other than assessments or other provisions required to be made by Legal Requirements; (b) common charges that are being contested in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements good faith pursuant to the Condominium Documents.; (iii) Borrower shall fully and faithfully observe, keep and perform, it will comply in all material respectsrespects with all of the terms, each covenants and every material requirementconditions on its part to be complied with, condition, covenant, agreement and provisions under the Texas Condominium Act and pursuant to the Condominium Documents and any rules and regulations that may be adopted for the Condominium, as applicable, as the same shall be in force and effect from time to time; (iv) it will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Condominium in accordance with the Condominium Law; (v) it will not, without the prior written consent of Lender, take (and hereby assigns to Lender any right it may have to take) any action to terminate the Condominium, withdraw the Condominium from the Condominium Law, or cause a partition of the Condominium; and (vi) it will not, without Lender’s prior written consent, which shall not be unreasonably conditioned, withheld or delayed, exercise any right it may have to vote for, (A) any additions or improvements to the Common Elements of the Condominium, except as such additions or improvements are completed in accordance hereof, (B) any borrowing on behalf of the part Condominium or (C) the expenditure of any insurance proceeds or condemnation awards for the repair or restoration of the related Improvements other than in accordance with Article VI hereof. (b) The provisions of Article VI hereof shall apply to the entirety of the portion of the Property that constitutes the Condominium as provided herein, notwithstanding the submission of any portion of the Property to the Condominium Law. Without limiting the generality of the foregoing, Borrower, for and on behalf of itself and its direct and indirect successors and assigns as owner(s) of condominium units in the Condominium or any of them, (i) irrevocably waives, to the extent permitted by law, any applicable law which grants to the trustees of the Condominium and/or the owners of the condominium units rights in the event of a casualty or a condemnation which are inconsistent with the provisions of Article VI hereof and (ii) expressly agrees to the application of the insurance proceeds and condemnation awards in accordance with Article VI hereof to the extent permitted by applicable law. (c) Lender shall have the right, subject to any required consent of the unit owners, at reasonable times and upon reasonable notice, to inspect the records of the Condominium as provided in the Condominium Documents until such time as the Debt is paid in full. (d) Upon written request from Lender, Borrower will use commercially reasonable efforts to be observed, kept obtain and performed. Borrower shall promptly deliver to Lender the Lender, a true and correct copy of: (i) each notice of any meeting of the association of owners of the Condominium; (ii) the minutes of any such meeting; (iii) any statement of financial condition of said association, audited or otherwise, furnished to or available to an owner; (iv) any statement showing the allocation of expenses and any other assessments against the owners; (v) any statements issued to Borrower calling for payment of expenses other than the regular monthly maintenance statements; and (vi) any notice of default received by given to Borrower with in respect to any obligation of Borrower under the provisions observance of the Condominium Documents or any of them. (e) For the Texas avoidance of doubt, the provisions of this Section 5.1.30 shall cease to be in full force and effect as to Condominium Actthat constitutes a Release Parcel that is released from the Lien of the Mortgage pursuant to, and in accordance with, the provisions of Section 2.5.3.

Condominium. Borrower covenants and agrees as follows: 43.01 The Building in which the Demised Premises are located is subject to that certain (i) Borrower shall pay all common charges and other assessments as required by the Condominium Documents in respect Declaration (“Declaration”) establishing condominium ownership of the Land and the Building erected thereon, comprising the Maison Pierre Condominium, made pursuant to Article 9B of the Real Property Law of the State of New York, and shall promptly, following demand, exhibit to Lender proof of all such payments; (ii) Borrower the By-Laws (“By-Laws”) of such Condominium appended to said Declaration. The Demised Premises constitute a portion of the Commercial Unit which is part of the Condominium. All terms and provisions of this lease shall notbe subject and subordinate to the Declaration and By-Laws and all amendments thereto made in accordance with the Declaration and By-Laws. The Declaration and By-Laws and all amendments thereto, unless directed otherwise in writing are hereafter collectively called the “Condominium Documents.” Notwithstanding anything to the contrary, Tenant agrees to faithfully observe and comply with the Condominium Documents, other than those provisions pertaining to the payment of Common Charges and special assessments or other sums provided such sums are not payable as the result of an act or omission by LenderTenant. Tenant shall not perform or suffer any action or other matter which if performed or suffered by Landlord would constitute a violation, without first obtaining Lender's prior written consent, (a) vote for, consent to breach or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of default under the Condominium Documents; provided, however, Lender's approval shall it is understood and agreed that Tenant may use the Demised Premises for the express uses set forth in this Lease. Landlord represents and warrants to Tenant that (i) Landlord has full authority to enter into and consummate this Lease, and has obtained all consents, if any, required by the Condominium Documents; and (ii) Landlord has not be required for received any written notice of a default by Landlord under the Condominium Documents which has not been cured. Landlord will neither make nor agree to any termination of, modifications of or amendments to the Condominium Documents containing disclosures which materially adversely affect Tenant’s rights under this Lease or other provisions required to be made by Legal Requirements; (b) in the event of damage to Tenant’s use or destruction occupancy of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium DocumentsDemised Premises. (iii) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. Borrower covenants and agrees as follows: (i) Borrower shall pay all common charges and other assessments as required by the Condominium Documents in respect of the Property and shall promptly, following demand, exhibit to Lender proof of all such payments; (iia) Borrower shall not, unless directed otherwise without Lender’s prior review and written consent (which may be granted or withheld in writing by Lender’s sole discretion), without first obtaining Lender's prior written consent, permit (ai) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, of any material provision of the Condominium DocumentsDocuments that would require the consent of Borrower and would materially and adversely affect Borrower’s rights as owner of the Property or Lender’s rights as mortgagee, (ii) [intentionally omitted]; provided(iii) any changes to the boundaries of, howeveror parking associated with, Lender's approval shall not the Real Property or any of the Common Elements (as defined in the Condominium Declaration) associated with the Real Property; (iv) any action to be required for amendments to taken under the Condominium Documents containing disclosures that would materially inhibit the free access to and from the Real Property (including access to the Common Elements), or other provisions required (v) the Condominium Board to be made by Legal Requirements; make material repairs, replacements, additions or alterations to the Common Elements (as defined in the Declaration) except to the extent consistent with Section 5.8 hereof. (b) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) Borrower shall not vote in favor of (or acquiesce to) the imposition termination of special assessments the Condominium or dissolution of the Association for capital improvements pursuant any reason without Lender’s prior review and written consent (which may be granted or withheld in Lender’s sole discretion). (c) Borrower shall not submit the Property, or permit the Property to be submitted to, any condominium regime other than the Condominium without Lender’s prior review and written consent, which may be granted or denied in Lender’s sole and absolute discretion. (d) None of Borrower or any of Borrower’s Affiliates shall permit the adoption of any Condominium rules without Lender’s prior review and written consent, which may be granted or denied in Lender’s sole and absolute discretion, and, if adopted, shall not thereafter permit any amendment of such rules that would adversely affect Borrower’s rights as owner of the Property or Lender’s rights as mortgagee without Lender's prior review and written consent, which may be granted or denied in Lender’s sole and absolute discretion. (e) Borrower shall not violate, nor permit the Property to violate, any of the terms, conditions, provisions and covenants contained in the Condominium Documents. (iii) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. (a) Upon L▇▇▇▇▇’s written request, Condominium Borrower shall provide Lender with copies of all statements issued by the Condominium Board for Assessments (if any) pursuant to the Condominium Documents promptly after Condominium Borrower’s receipt thereof. Condominium Borrower shall pay prior to delinquency all Assessments imposed pursuant to the Condominium Documents (if any) when the same become due and payable with respect to the Condominium Unit. Condominium Borrower will deliver to Lender, promptly upon L▇▇▇▇▇’s request, evidence reasonably satisfactory to Lender that such Assessments have been so paid or are not then delinquent. (b) Condominium Borrower shall, and shall vote to cause the Condominium Members appointed by Condominium Borrower to, observe and perform in all material respects each and every term to be observed or performed by them pursuant to the Condominium Documents to the extent the failure to observe and perform any of the foregoing could reasonably be expected to have an Individual Material Adverse Effect, and comply in all material respects with any and all rules and regulations that may be adopted for the Condominium, as the same shall be in full force and effect from time to time to the extent the failure to comply with any of the foregoing could reasonably be expected to have an Individual Material Adverse Effect. (c) Condominium Borrower shall, and shall vote to cause the Condominium Members appointed by Condominium Borrower to, use commercially reasonable efforts to enforce the performance and observance of all of the covenants and agrees agreements (other than those of a de minimis nature) required to be performed and/or observed under the Condominium Documents, to the extent Condominium Borrower or its Condominium Members has the legal right to do so. (d) Condominium Borrower shall comply, and shall cause the Condominium Members appointed by Condominium Borrower to vote to comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as follows:may be necessary from time to time to preserve and maintain the Condominium in accordance with applicable law, to the extent Condominium Borrower or its Condominium Members has the legal right to do so. (e) Without the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed, Condominium Borrower shall not, and shall not cause the Condominium Members appointed by Condominium Borrower to, vote to (i) modify or amend any of the terms or provisions of the Condominium Documents in any material manner to the extent such modification or amendment could reasonably be expected to have an Individual Material Adverse Effect, (ii) subdivide the Condominium Unit, combine the Condominium Unit or otherwise reposition the Condominium Unit or Common Elements pursuant to the Condominium Documents or (iii) terminate the Condominium or the Condominium Documents (or permit any deemed approval provisions in the Condominium Documents with respect to any termination of the condominium regime to take effect), withdraw from a condominium regime, or partition, subdivide or expand the Condominium (and Condominium Borrower hereby collaterally assigns to Lender any right it may have to do any of the foregoing; it being agreed that Lender shall not exercise such voting right unless and until an Event of Default is then continuing). (f) Borrower shall promptly deliver to Lender copies of any written notices of default received by Borrower under the Condominium Documents. Condominium Borrower shall deliver to Lender each annual budget of the Condominium (if any) promptly upon the finalization thereof and receipt thereof by Condominium Borrower. (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, Condominium Borrower shall not, and shall not permit any Condominium Members appointed by Condominium Borrower to, exercise any other material approval, consent or voting right to which it is entitled under the Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an Individual Material Adverse Effect, in each case, without obtaining L▇▇▇▇▇’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (h) On the Closing Date with respect to the then-existing Condominium Members appointed by Condominium Borrower, and during the term of the Loan with respect to any new Condominium Members appointed by Condominium Borrower, Condominium Borrower shall obtain resignation letters from each such Condominium Member, to be held in escrow by L▇▇▇▇▇ and submitted (at L▇▇▇▇▇’s option) upon the occurrence and continuance of an Event of Default. Upon the occurrence and continuance of an Event of Default, L▇▇▇▇▇ has the right remove any Condominium Member appointed by Condominium Borrower, and Lender shall have the right to designate the replacement for such Condominium Member. (i) Borrower shall pay all common charges and other assessments as required by Subject to the provisions of the Condominium Documents in respect of the Property and shall promptlyapplicable law, following demandthe occurrence and during the continuance of an Event of Default, exhibit to Lender proof shall have the rights and privileges which Condominium Borrower has under the Condominium Documents as though Lender were in fact the owner of all such payments; (ii) Borrower Condominium Borrower’s interest in the Condominium Unit, which rights and privileges shall not, unless directed otherwise in writing by Lenderinclude, without first obtaining Lender's prior written consentlimitation, (a) vote for, consent all voting rights accruing to or permit to occur any modification of, amendment to, or relaxation in Condominium Borrower under the enforcement of, any material provision terms of the Condominium Documents; provided. Upon the occurrence and continuance of an Event of Default, howeverLender may vote in place of Condominium Borrower and may exercise any and all of said rights. Condominium Borrower hereby irrevocably appoints L▇▇▇▇▇ as its attorney-in-fact, Lender's approval shall not be required for amendments coupled with an interest, to vote as Condominium Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder. Written notice from Lender to the Condominium Documents containing disclosures or other provisions required Board shall be deemed conclusive as to be the existence of such Event of Default and as to L▇▇▇▇▇’s rights and privileges hereunder. (j) Condominium Borrower shall promptly notify Lender of (i) except for normal annual increases under the Condominium Documents, any material adjustments made to the amount of Assessments levied by Legal Requirements; (b) in the event of damage to or destruction of Condominium Board due under the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c) partition or subdivide any Condominium UnitDocuments, or combine any Condominium Unit with another Condominium Unit; (dii) consent to the termination of a Condominium; or (e) vote in favor of the imposition of special assessments any additional material Assessments by the Condominium Board under the Condominium Documents, in each case to the extent not included in the Approved Annual Budget. (k) Not more than once per year unless an Event of Default has occurred and is continuing, Condominium Borrower shall use commercially reasonable efforts to deliver to Lender, within fifteen (15) Business Days of request, estoppel certificates from each party under any Condominium Document in form and substance reasonably acceptable to Lender. (l) Borrower shall promptly notify Lender of (i) except for capital improvements pursuant normal annual increases under the Condominium Documents, any adjustments made to the amount of Assessments levied by the Condominium Board due under the Condominium Documents, or (ii) the imposition of any additional Assessments by the Condominium Board under the Condominium Documents. (iiim) Not more than once per year unless an Event of Default has occurred and is continuing, Borrower shall fully use commercially reasonable efforts to deliver to Lender, within fifteen (15) Business Days of request, estoppel certificates from each party under any Condominium Document in form and faithfully observesubstance reasonably acceptable to Lender. Notwithstanding anything to the contrary set forth herein, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions it shall not be a Default or Event of Default under the Texas Condominium Act and Loan Documents to the extent there is a breach or other default under the Condominium Documents on if such breach or default is caused by the part acts or omissions of Tenant, so long as Borrower is complying with its obligations to enforce such Tenant’s Lease pursuant to Section 5.1.20 of this Agreement and such breach or default by Tenant would not be observedreasonably likely to (and does not in fact) result in an Individual Material Adverse Effect, kept and performed. Borrower shall promptly deliver to Lender a copy of including without limitation, any notice of default received by Borrower with respect to any obligation of Borrower under the provisions termination of the Condominium Documents or the Texas Condominium ActDocuments.

Condominium. Borrower covenants and agrees as followsWith respect to the Condominium: (ia) Borrower shall pay The Condominium has been legally and validly created pursuant to all common charges Legal Requirements and other assessments as required by the Condominium Documents. To Condominium Borrower’s knowledge, the Condominium Documents are valid and enforceable and in respect full force and effect and there currently exists no default or event of default, after the expiration of all applicable notice or cure periods thereunder by Condominium Borrower or by any other party thereto. To Condominium Borrower’s knowledge, none of the Property and shall promptlyCondominium Documents have been modified, following demand, exhibit amended or supplemented. Condominium Borrower has delivered to Lender proof a true, complete and correct copy of all such payments; (ii) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision each of the Condominium Documents; provided, however, Lender's approval shall not be . No consent under the Condominium Documents is required for amendments Condominium Borrower to mortgage the Unit other than those that have been obtained as of the Closing Date. (b) To Condominium Borrower’s knowledge, all Assessments (if any) due and payable by Condominium Borrower pursuant to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b) in the event of damage to or destruction as of the Propertydate hereof have been fully paid. There are currently no special, vote in opposition supplemental or otherwise extraordinary Assessments pending or, to a motion ▇▇▇▇▇▇▇▇’s knowledge, proposed (other than regular, annual Assessments) by the Condominium Board, and to repairBorrower’s knowledge, restore or rebuild, unless no working capital reserves have been established with respect to the Indebtedness will be repaid in full pursuant to Section 5.16; Condominium. (c) partition or subdivide Condominium Borrower is the owner of Unit 3 (as defined in the Condominium Documents) and does not own any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d) consent to the termination of a Condominium; or (e) vote in favor other unit of the imposition Condominium. Condominium Borrower’s percentage interest in the common elements of special assessments for capital improvements pursuant the Condominium is 27.81%. Condominium Borrower is able to exercise all rights set forth in the Loan Documents without being subject to any restriction set forth in the Condominium Documents. (iiid) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and No party to the Condominium Documents on has a right of first refusal or an option to purchase the part of Borrower applicable Individual Property. (e) Condominium Borrower, and to Condominium Borrower’s knowledge, the applicable Tenant or the Condominium Board currently maintains (or shall cause to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower maintained) insurance coverage with respect to any obligation of Borrower under the provisions all of the Common Elements which comprise a portion of, and are appurtenant to, the applicable Individual Property as required by the Condominium Documents or the Texas Condominium ActDocuments.

Condominium. Borrower covenants and agrees as follows: (ia) Borrower shall cause Property Owner to pay all common charges and other assessments as required by the Condominium Documents in respect of the applicable Property and shall promptly, following demand, exhibit to Lender proof of receipts for all such payments; (iib) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's ’s prior written consent, permit Property Owner to (a1) vote for, consent to or permit to occur any modification of, amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's ’s approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b2) in the event of damage to or destruction of the applicable Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; (c3) partition or subdivide any Condominium Unit, or combine any Condominium Unit with another Condominium Unit; (d4) consent to the termination of a the Condominium; or (e5) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium Documents.; and (iiic) Borrower shall cause Property Owner to fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower Property Owner to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Property Owner or Borrower with respect to any obligation of Borrower Property Owner under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. Borrower covenants Provided there exists no Event of Default, ------------ Mortgagee shall, on the Company's written request, subordinate the lien of this Mortgage to a declaration of condominium for the Premises and agrees as followsshall execute the appropriate instruments (reasonably satisfactory in all respects to Mortgagee) in recordable form to effect such subordination, upon the satisfaction of the following conditions: (ia) Borrower Mortgagee shall pay have received and approved in all common charges and other assessments respects the documents required for the creation of a condominium, which documents shall be in proper form for recording or filing, as required by necessary, in the Condominium Documents in respect of the Property and shall promptly, following demand, exhibit to Lender proof of all such paymentsappropriate offices; (iib) Borrower the title policy insuring this Mortgage shall nothave been endorsed to provide affirmative insurance to the effect that the Premises constitute a condominium validly created under the condominium laws of New York, unless directed otherwise in writing and that the release of any condominium unit will not affect the lien of this Mortgage except as to the unit so released and further insuring against any loss or damage by Lender, without first obtaining Lender's prior written consent, (a) vote for, consent reason of the failure of any of the condominium units to or permit to occur any modification of, amendment to, or relaxation be included in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's approval shall not be required for amendments condominium created pursuant to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (b) in the event condominium laws of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.16; New York; (c) partition or subdivide any Condominium UnitThe Company shall have duly executed and delivered, or combine caused to be duly executed and delivered, to Mortgagee a conditional assignment of the Company's rights under the condominium documents in form satisfactory to Mortgagee, conditional resignations of the officers and members of the board of directors of the applicable condominium association in form satisfactory to Mortgagee and a conditional termination of the management agreement, if any, covering all or any Condominium Unit with another Condominium Unit; portion of the condominium in form satisfactory to Mortgagee; (d) consent Mortgagee shall have received an opinion from the counsel for the Company to the termination effect that the condominium documents satisfy all applicable requirements of a Condominium; Governmental Authorities and have been duly executed and, where necessary, duly recorded or filed pursuant to the condominium laws of New York, all requirements of any applicable statute, rule or ordinance have been duly satisfied and the condominium has been duly created and no filing, registration or other compliance with any federal or state securities law or other law or regulation will be required in connection with the sale of condominium units, or if such filing is necessary, that the applicable law or regulation governing the same has been fully complied with and the assignment, resignations and agreements referred to in paragraph (c) of this Section have each been duly authorized, executed and delivered by the respective parties thereto and are enforceable against said parties in accordance with their respective terms; (e) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium DocumentsMortgagee shall have received such other documents, certificates, opinions or assurances as it may reasonably request. (iii) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.

Condominium. From and after the consummation of a Condominium Conversion, Borrower covenants and agrees as followsshall comply with each of the following: (ia) Borrower shall pay all common charges and other assessments as required by the Condominium Documents in respect of the remaining Property and shall promptly, following demand, exhibit to Lender proof of receipts for all such payments; (iib) Borrower shall not, unless directed otherwise in writing by Lender, without first obtaining Lender's ’s prior written consent, not to be unreasonably withheld, (ai) vote for, consent to or permit to occur any modification of, or amendment to, or relaxation in the enforcement of, any material provision of the Condominium Documents; provided, however, Lender's ’s approval shall not be required for amendments to the Condominium Documents containing disclosures or other provisions required to be made by Legal Requirements; (bii) in the event of damage to or destruction of the Property, vote in opposition to a motion to repair, restore or rebuild, unless the Indebtedness will be repaid in full pursuant to Section 5.165.16 or Borrower is obligated to apply Loss Proceeds toward the repayment of the Loan pursuant to Section 5.16(d); (ciii) partition or subdivide any Condominium UnitUnits, or combine any Condominium Unit with another Condominium Unit; (div) consent to the termination of a the Condominium; or (ev) vote in favor of the imposition of special assessments for capital improvements pursuant to the Condominium DocumentsDocuments unless such capital improvements are otherwise permissible or approved hereunder. (iiic) Borrower shall fully and faithfully observe, keep and perform, in all material respects, each and every material requirement, condition, covenant, agreement and provisions under the Texas Condominium Act and the Condominium Documents on the part of Borrower to be observed, kept and performed. Borrower shall promptly deliver to Lender a copy of any notice of default received by Borrower with respect to any obligation of Borrower under the provisions of the Condominium Documents or the Texas Condominium Act.